Until Matt's hand was hiking further up your thigh, beyond your skirt, and shimmying past the flimsy lace of your panties to massage your gummy walls with his fingers.

You were fighting for your life, trying to clamp your thighs around his arm to still his movements. He would just continue, perfectly curling his fingers against your g-spot. Nothing was working.

Nothing would stop him from making you fall apart in the passenger seat with Chris stretched out in the backseat.

You kept your head turned to the window, wedging your finger between your teeth to stifle the filthy sounds that threatened to rip past your chest. When Matt noticed, his movements finally came to a pause.

You weren't sure what was worse: his fingers comfortably nuzzling your sweet spot, or them pumping in and out of your sopping cunt with his brother sitting just a few feet behind you guys.

The sound of Chris sneezing dragged you from your thoughts, your walls clenching around Matt's digits. Your eyes widened when you heard him shuffling around. You were terrified, hell, horrified that Chris would lean over the console and see his brother's hand shoved far past your skirt.

"Yo, can you pass me a tissue? 'S none back here," he spoke so casually, it had you clinging to Matt's arm for dear life.

"Babe, can you get him a tissue? Check the glove box."

Matt's tone was so lax, too. You just wanted to smack that smug look off his face. But his fingers started moving again, the heel of his palm applying a delicious pressure to your clit this time.

You squeaked, biting your lip to muffle the noise as you reached for the glove box. You were rummaging around like a madwoman, chest falling and rising rapidly. Chris' eyebrows furrowed when you handed him the tissue, noticing the shakiness in your hand. He shrugged it off, returning to whatever was keeping him occupied on his phone.

The drive home felt long. Way too long. You were absolutely losing your mind. You were teetering on the edge of your climax. His fingers rubbed sloppy circles over your clit upon noticing.

When a breathy moan fled your lips, Chris looked up.

"Dude, you good?" he asked, leaning forward just a bit.

"Mmh- yeah," you stammered. "Just really tired."

Your voice was too gravelly. And when Matt upped the volume, with the music now loud enough to mask any noise coming from you, Chris put the pieces together.

He slid over to the seat behind yours and glanced at your expressions through the side mirror, noting the way your head was pressed back into the headrest.

"Fuckin' freaks," he muttered to himself.

And while he tried to pry his attention from the rendezvous unfolding in front of him, he just couldn't. His hand slid over the crotch of his jeans, firmly palming the increasingly hardening length. He mimicked your visage, eyelids hooded as he allowed his head to tip back, rubbing himself discreetly enough...at least what he thought was discreet.

The ticking of Matt's jaw, the unfazed expression he wore, his tongue wetting his lips every so often. It was all becoming too much. Looking at Matt was like watching porn, except a million times better. Him doing nothing but simply existing was drawing you closer to that earth-shattering orgasm.

Your back arched against the seat, thighs shaking around Matt's hand as harsh pants flew from your mouth. You felt like you were on fire, lungs burning as Matt's fingers worked to bring you to your climax. Your head turned back to the window.

Your eyes finally caught his.

Your orgasm came crashing down. Hard. Too intense for you to stifle your cries of pleasure. And Chris, knowing this, couldn't stop the spurts of cum that created a darkened patch in his jeans, quietly cursing to himself at the spontaneity of it all.

What either of you failed to notice was Matt leering at you both from the corner of his eye.

So when he pulled into a rather sketchy-looking dead-end street, your eyebrows furrowed. Only then did he finally lower the music, shutting the car off. Both of you turned to him, but the air was thick, tense. You knew better than to speak.

"You put on quite a show for him there, sweetheart. Chris, I don't mind sharin'," his tongue jutted out to swipe over his bottom lip.

You were both terrified.

He turned to you, eyeing your messy, sweetly fucked-out state.

"Get in the back. Wanna see if you can put on just as good a show for me, sweetheart."

you and matt had been best friends since middle school, but somewhere along the way, things had shifted. it was subtle at first. the way your chest tightened when he’d laugh too close to your ear, or how your stomach flipped whenever his hand brushed yours. matt was the boy everyone wanted. varsity jacket, messy hair that looked good even when he claimed he “just rolled out of bed,” easy confidence that drew people in like a magnet. he fit so easily into every room, shoulders squared, grin wide, like he belonged there.

you, on the other hand, never really felt like you belonged anywhere. you felt so alone, insecure, you wished you could just be perfect, as cool and liked as matt was. you were the shy girl in the back of class, the one who’d rather listen than talk, the one who people rarely noticed unless you spoke up. and you rarely did. matt had always been the exception. he noticed you, always.

but noticing didn’t mean wanting.

so you tucked those feelings away, let them rot quietly in your chest while you stood by his side through everything. his games, his parties, his parade of girlfriends who never seemed to stick around. you told yourself you didn’t care. you were friends, and that was enough.

except it wasn’t.

lately, you’d been pulling back, trying to untangle yourself from the knot of love and longing that tied you to him. you’d stopped spending as many late nights in his room, stopped leaning into his shoulder during movies, stopped letting yourself get too close. you were scared of how much it hurt, scared of how obvious your feelings might be.

but then there you were. senior year, a random thursday night, sprawled across matt’s bed in one of his hoodies while he sat at his desk, flipping through notes. it felt too familiar, too dangerous. “what’re you even doing?” you asked, your voice small, just to fill the silence. “english essay,” he muttered, scribbling something down, his hair falling into his face. “if i don’t get it done tonight, i’m screwed, i’d have to skip jake’s party tomorrow.”

you hummed, curling into the pillow, scrolling absently through your phone. the words slipped out before you could stop them. “don’t get how you do it.” he glanced over his shoulder. “do what?”

“just…” you gestured vaguely with your hand. “walk into every room like you belong there. everyone looks at you, matt. like you’re—” you trailed off, suddenly aware of how stupid you sounded. you shrugged, forcing a laugh. “nevermind.”

he turned fully in his chair now, brows furrowed. “like i’m what?” heat crept up your neck. “like you’re worth looking at,” you muttered, immediately regretting it. “forget it, i sound dumb.”

he stared at you for a long moment, something unreadable in his expression. then, “why do you always do that?” you blinked. “do what?”

“put yourself down,” he said flatly. “like you don’t know you’re worth looking at too.” your heart stuttered. you tried to brush it off, tried to make a joke, but his gaze pinned you in place. “i’m serious,” he pressed, voice low now. “you don’t see yourself. and it drives me insane.”

you swallowed hard, clutching the pillow tighter. “matt—”

“don’t,” he cut in, standing now, crossing the room in two strides until he was standing at the edge of the bed, looking down at you. his jaw was tight, his eyes burning. “don’t argue. you have no idea how fucking beautiful you are. do you?” your breath caught. you didn’t answer. couldn’t.

he sat on the edge of the bed, close enough that his knee brushed yours. “i notice,” he said, softer this time, but no less intense. “i’ve always noticed. you think i don’t see the way guys stare at you in the hallway? the way you don’t even realize it? fuck, you think i don’t—” he broke off, running a hand through his hair.

your pulse roared in your ears. this was dangerous. this was territory you’d avoided for years. “matt, don’t,” you whispered. “i’m not—”

“stop saying you’re not,” he snapped, his voice raw. “you are. you always have been. and if you won’t believe me when i tell you, then—” his hand closed around yours, firm, grounding. “i’ll just have to show you.” your chest ached, your breath shaky, your entire body trembling with the weight of it.

it wasn’t the first time you’d been here, on the edge of something dangerous with him. there had been moments. stolen ones, years ago, where the lines had blurred. a kiss at a party you’d both pretended not to remember. his hand on your thigh one night in his car, never spoken of again. little fragments you’d shoved into the back of your mind, afraid of what they meant.

but it had been so long. and now, with his eyes locked on yours, his thumb stroking over your knuckles, it felt inevitable. you licked your lips, your voice barely a whisper. “show me what?” he leaned in, close enough that you felt his breath against your skin.

“show you exactly how i see you.”

the room felt suffocating, too hot, too charged. his words wrapped around you like a promise and a threat all at once. you should’ve pulled away. you should’ve reminded him, reminded yourself, that this was dangerous. that you were just friends, that he was popular and wanted and you were shy and invisible, that this would ruin everything.

but you didn’t.

instead, you tilted your head, your lips parting, waiting for him to close the distance. and when he did, when his mouth finally crashed onto yours, it felt like every unspoken thing between you burst into flame.

his lips taste like heat and hesitation. for a second it’s almost soft, like he’s testing the waters, like he’s ready for you to shove him away and laugh it off as a mistake. but you don’t. you lean in, clinging to his hoodie, your pulse racing, and that’s all it takes for him to deepen the kiss.

matt groans into your mouth, hand sliding up to cradle your jaw. it’s not careful anymore. it’s desperate, like years of holding back are finally catching up, like he’s starving for you. “fuck,” he mutters when he pulls back just enough to breathe, his forehead pressed to yours. “do you even know how long i’ve wanted this?” you can’t think, can’t speak. you just shake your head, lips parting, and that’s when his hand slips down, tracing your neck, your collarbone, the curve of your waist. he touches you like you’re from heaven, something rare.

“you have no clue,” he whispers, his voice wrecked. “i’ve dreamed about this. about you. about touching you, about making you feel good.” your chest tightens, your whole body trembling. “matt—”

“shh,” he cuts you off gently, thumb brushing your bottom lip. “let me take care of you. let me show you how perfect you are.” the words break you. you let him ease you onto your back, his body covering yours, heavy and grounding. his mouth trails along your jaw, down your neck, sucking bruises into your skin, marking you like he can’t help himself.

“so fucking pretty,” he murmurs against your throat. “you don’t even know what you do to me.” your shirt is pushed up slowly, his hands reverent as they trace your thighs, your hips, your stomach. he’s not rushing, not yet. he’s worshipping, his touch leaving fire in its wake.

“every inch of you,” he breathes, pressing kisses down your chest, stopping to mouth over the thin fabric of your bra. “fucking perfect.” when he finally pulls the cups down and your breasts spill free, his moan is low, guttural. he sucks your nipple into his mouth, tongue flicking, teeth scraping just enough to make you arch.

“matt—” you whimper, your fingers tangled in his hair. he looks up at you, lips swollen, eyes blown wide. “that’s it. say my name like that. fuck, i’ll do anything to hear you sound like that again.”

his hand slips into your panties, two fingers sliding through your wetness, groaning at the feel of you. “fuck, you’re soaked. dripping for me already. you’ve been wanting this too, haven’t you? my needy girl.” you choke out a whine, nodding, too gone to deny it.

“that’s what i thought,” he smirks, pressing his forehead to your stomach as he circles your clit with slow, deliberate pressure. “you’re mine. been mine this whole time.” when he slides down, tugging your panties off and spreading your thighs, you’re breathless. his mouth replaces his fingers, tongue lapping at your folds like he’s desperate, like he’s worshipping you. every moan vibrates against your skin, every suck and swirl making your back arch.

“taste so good,” he groans between licks. “sweetest thing i’ve ever had.” his hands pin your thighs open, holding you steady as he eats you out like it’s the only thing that matters. your moans spill out unchecked, his name broken and desperate on your lips. when he slides two fingers inside, curling just right, you’re already spiraling.

“cum for me,” he urges, his voice rough, needy. “cum on my mouth, let me feel how good i make you.” you shatter with his tongue on your clit, your whole body shaking as he groans against you, drinking down every drop like he’s starving. but he’s not done. not even close.

he kisses his way back up your body, smearing your wetness across your skin, sucking at your chest again before pressing his mouth back to yours, making you taste yourself on his tongue. “you just don’t get it, do you?” he pants, tugging his shirt off, his jeans half undone. “how obsessed i am with you. how much i’ve wanted to ruin you like this.”

you’re trembling, tugging at his belt, your desperation matching his. he chuckles darkly, pulling your hands away. “impatient,” he teases, kissing your palm before finally shoving his jeans down, his cock heavy and flushed in his fist. he strokes himself slowly, eyes locked on you. “look at me, baby. look what you do to me. i’m this hard just from tasting you.”

your breath hitches, thighs rubbing together as you watch him. he groans, leaning down to kiss you again. “don’t worry. i’ll give it to you. i’ll give you everything.” he pushes inside slowly, stretching you, filling you until you’re gasping, nails digging into his shoulders. “fuck, you feel like paradise,” he grits out, buried to the hilt. “tightest little cunt. made for me.”

and then he moves. hard, relentless thrusts that knock the breath from your lungs. he pounds into you, one hand gripping your throat lightly, the other rubbing circles on your clit. “that’s it, baby, cum again for me. cum on my cock this time. let me feel you squeeze me.” you sob his name, your body clenching around him as you fall apart again, vision going white. he fucks you through it, grunting, moaning your name like a prayer, like a curse.

“mine. you’re mine. always have been. fuck—say it.”

“yours,” you cry out, clinging to him. “matt, i’m yours.”

that undoes him. he groans, hips stuttering, spilling inside you with a growl, burying himself as deep as he can go. when it’s over, you’re both a mess, sweaty, wrecked, panting in the dark. he holds you against his chest, his cum leaking from you, his lips pressed to your hair.

“you’re perfect.” he whispers, kissing your temple.

© delilahsturniolo

💌: YAYAYAAY KINKTOBER HAS OFFICIALLY STARTED!!!! this one was really boring and underwhelming i’m sorry but trust i’m cooking up more and better stuff :3

you and matt had been best friends since middle school. it wasn’t supposed to turn into this. this heavy, restless ache in your chest every time you looked at him. it started simple. he was the boy down the street, the one who’d walk you home after school, one who’d sit on your porch and talk about random things until his mom would call him to come home. he was the boy you’d share answers with in math, who’d tease you when you failed your driving test but showed up anyway when you finally got your license.

and somewhere in the thick of high school, the lines blurred. you never talked about it, never admitted it out loud, but there were moments. little moments that lodged into you like splinters. the time he rested his head on your shoulder during a movie, half asleep, and your heart beat so loud you swore he could hear it. the way he always found you in a crowded cafeteria, sliding his tray next to yours without asking. the way his hoodie still smelled like him days after he’d left it at your house, his cologne scent that you recognized and remembered all too well.

but he started dating other girls. always casually, never seriously, but enough to remind you that he wasn’t yours. you smiled through it, stayed by his side. because what was worse? losing him as a friend, or keeping him close and never being chosen?

so you learned to hide it. to bite your tongue when he told you about the girl in his chemistry class who gave him her number. to laugh when he teased you about being picky with guys, never telling him the truth. that no one else could measure up, because you were hopelessly devoted to him for years.

and then prom arrived.

your friends were the ones who insisted you go. they said you’d regret it if you didn’t, that you’d remember your senior prom for the rest of your life. and maybe they were right. maybe they knew you more than you did. so when a sweet, safe friend from your english class asked you, you said yes. not because you wanted to, not because it made your heart flutter, but because it was easier than admitting the boy you really wanted to go with had already asked someone else.

getting ready felt like moving through quick sand. you sat at your vanity, looking at yourself in the mirror, your dress draped across the bed like it belonged to someone else. your phone buzzed with messages from your group chat, pictures of corsages, boys in tuxes, girls already at the salon. you smiled at your reflection like you were supposed to be excited, but deep down, your chest was tight.

you checked his instagram story once. just once. matt’s in a black suit, adjusting his tie in the mirror, his date beside him in a sparkly champagne dress. they looked perfect together. you hated how good he looked.

your date picked you up at seven sharp, corsage in hand. he was sweet, polite, his smile genuine. you tried. you tried to let yourself feel something when he held open the car door, when he told you how pretty you looked. but it was impossible not to compare everything to matt.

the gym was decked out with streamers and fairy lights, the air thick with perfume and cologne and the bass of whatever pop song the dj had on. people clustered in groups, laughing, dancing, taking pictures. your date twirled you under the lights, his hand resting carefully at your waist. it should have been romantic. it should have been enough.

but your eyes found matt across the room. you don’t even have to look at him to know he’s there, though. it was as if your body could just sense his presence.

he stood with his date, her manicured hand looped through his arm, but his gaze wasn’t on her. it was on you. sharp, unrelenting, like you’d stolen all the air from the room. your breath caught, stomach flipping, and for a second you swore you saw it, that flicker of something in his eyes, something he’d never dared to say.

you looked away too quickly, forcing a smile at your date, but the damage was already done. the night dragged on. you danced, you laughed, you pretended. every time you thought you could settle into the illusion, your eyes betrayed you, finding him in the crowd. and every time, he was already looking.

when the slow songs started, your date pulled you closer, his hands tentative on your waist. you swayed under the soft glow of lights, your head meant to rest against his chest. but instead, your gaze drifted over his shoulder.

matt.

his date was talking to someone else, but he wasn’t listening. his eyes were locked on you, jaw tense, hands shoved in his pockets like he couldn’t trust them not to do something reckless. her arms were around his neck, looking up at him, it almost looked like he forced himself to place his hand on her waist.

the longer he stared, the harder it was to breathe. it felt like he was pulling you to him without moving a muscle. and then you broke. mumbling something about air, you excused yourself, leaving your date alone on the dance floor and slipping through the crowd and out the side doors into the cool night. the parking lot was half-empty, the muffled thump of music bleeding through the brick walls behind you. you hugged your arms around yourself, blinking hard against the sting of tears in your eyes.

you didn’t hear him at first. didn’t realize he’d followed until you heard the crunch of his shoes on gravel. “what are you doing out here?” his voice was low, a little rough, like he’d been holding back all night. you spun, heart in your throat. “just needed air.”

he studied you in the glow of the streetlight, eyes scanning your face, lingering on the corsage at your wrist. he stepped closer. “you’ve been avoiding me.”

“no i haven’t.” the words came out sharper than you intended, your defenses rising like instinct. “bullshit.” his jaw flexed, his tie slightly loosened, hair a little messy now. “you couldn’t even look at me in there, or smile at me.”

your chest ached, the weight of everything you’d never said pressing down. “what do you want me to say, matt? that it’s killing me seeing you with her? that i hate myself for saying yes to someone else because i was too scared you’d never ask?” your voice cracked, spilling years of swallowed feelings. “is that what you want?”

silence. thick, heavy, unbearable.

his eyes darkened, something breaking open in them. he took another step closer, close enough that you could smell his cologne, see the faint crease between his brows. “you think this is easy for me?” he whispered. “watching you dance with him, like he deserves you? like i haven’t been in love with you this whole fucking time?”

the world tilted. your breath caught, heart racing so fast you thought you might collapse. neither of you moved for a moment. just stood there, staring, years of longing and anger and devotion hanging between you like a live wire. “wha…why didn’t you say anything then..?” you murmured, eyes widening.

matt exhales, running a hand through his hair. “i just—i don’t fucking know, okay? i was afraid.” he whispers the last part, voice wobbly and wavering, his hands are shaking. he looks nervous, as if he’s waiting for you to scream at him or something.

you can’t take it. it’s all too much. your tears spill over, all these years of waiting, of longing, it all just makes no sense. “i should…go back inside. my um, my date’s waiting.” you speak softly, voice breaking as you turn away. but that doesn’t last long, you feel matt’s firm hand on your wrist, the other around your waist, spinning you around. then he swallows hard, voice barely audible. “tell me you don’t want me, and i’ll walk away.”

your throat went dry. your lips parted, but no words came. because you couldn’t. because the truth was there in your chest, pounding, undeniable. you didn’t tell him to walk away. you stepped forward instead, the air shattering between you, and when his lips crashed onto yours, it was like every second of waiting, every night of yearning, every ache of devotion finally erupted.

his mouth devoured yours like he’d been starving. there was no hesitance anymore, no room for doubt. his hands were rough on your waist, pulling you flush against him, and you felt the hard press of his body, the years of denial burning away with every frantic kiss. your back hit the brick wall, his palms braced beside your head, his lips bruising yours. you tugged at his tie without thinking, pulling him closer, desperate for more, desperate to prove this was real.

you broke the kiss first, gasping for air, your lips swollen and wet. “matt—”

“don’t stop,” he growled, his forehead pressed to yours. “don’t you fucking stop now.” your mind spun, but your body knew what it wanted. when he grabbed your hand and laced your fingers with his, dragging you across the parking lot, you didn’t resist. you stumbled after him, heels clicking against the pavement, the cool night air whipping around you.

his car loomed in the shadows, parked at the far end. he opened the backseat door, practically shoving you inside, and you collapsed onto the leather seat, heart hammering. the door slammed, and then he was there, crawling over you, kissing you so hard your teeth knocked together. you moaned into his mouth, your hands slipping under his loosened tie, tugging, pulling, clawing at him like you’d finally been given permission to want him.

“you have any idea,” he groaned, lips trailing down your neck, “how many nights i’ve thought about this? how many times i’ve pictured you in this dress—” his hands pushed it up your thighs, rough and hungry, “and imagined tearing it off you?”

your head lolled back, a whimper tearing from your throat as his mouth latched onto your skin, sucking, biting, leaving marks that would stay long after tonight. “fuck, matt—” he shushed you with a harsh kiss, his tongue sliding against yours, his hand already sliding under your panties. two fingers pressed against your slit, rubbing you with practiced, confident strokes.

“fuck,” he hissed when he felt how wet you already were. “you’re dripping. all this for me?” you moaned, clinging to his shoulders. “say it,” he demanded, pulling his fingers back just enough to make you squirm. “say it’s for me, baby.”

“it’s for you,” you gasped, the words tumbling out before you could think. “always you.” his groan was guttural, his mouth crushing yours again as he yanked your panties to the side. with one hand, he unzipped his pants, slipping his boxers off, keeping the jacket of his tuxedo on, pulling himself free, hard and aching. the tip of his cock pressed against your slick entrance, and he paused, breathing ragged against your lips. “gonna fuck the thought of anyone else out of you, sweetheart.” he murmurs.

“last chance,” he whispered, his voice low and wrecked. “tell me to stop.” you shook your head violently, nails digging into his back. “don’t stop. please.” and then he pushed inside you. your cry filled the car, your walls stretching around him, the intrusion overwhelming and perfect all at once. he cursed under his breath, his forehead pressed into the crook of your neck. you couldn’t believe it. your best friend, the boy you’ve been waiting for, for years, is inside of you.

“fuck—so tight,” he growled, hips jerking as he bottomed out. “like you were made for me, pretty girl.” you clung to him, your thighs trembling as he began to thrust. slow at first, deliberate, making you feel every inch of him, and then faster, harder, slamming into you with a desperation that bordered on madness.

your head hit the seat, your moans echoing in the small space. your hands fumbled with his tie, tugging it loose until it dangled uselessly around his neck. “look at me,” he demanded, one hand gripping your jaw, forcing your gaze to his. “i want you to look at me when you fall apart.”

“matt—oh my god—”

he smirked darkly, lips brushing yours as he pounded into you. “that’s it. say my name. let everyone know who you belong to.” your nails raked down his back as he fucked you harder, sweat slicking your bodies, the car rocking just slightly with every thrust. he pulled out suddenly, spinning you around in the cramped backseat, your back arching as he pulled your hips toward him.

“hands on the glass f’me,” he ordered, voice low and rough. you obeyed, pressing your palms to the fogging glass as he shoved your dress up higher, pulling your panties aside again. he slammed back into you, the new angle making you cry out.“fuck, you feel so good like this,” he groaned, his hand wrapping around your throat from behind, guiding your body against his. “taking me so deep. you love it, don’t you? being fucked like this, huh?”

you could only moan in response, tears pricking your eyes from the intensity. he leaned over you, his chest pressed to your back, his teeth sinking into your shoulder.

“i love it, fuck—i love it so much matt—“ you whimpered, broken, desperate. his hand snaked down between your legs, his fingers circling your clit while he fucked you mercilessly. your body convulsed, your legs shaking as the pressure built, unbearable, unstoppable.

“cum for me,” he growled in your ear. “cum on my cock. i want to feel you lose it, love.” his words pushed you over the edge. your body shattered, a strangled scream tearing from your throat as you clenched around him, pulsing, spasming.

“fuck, that’s it,” he moaned, rutting into you as you came undone. “that’s my girl. mine.” you collapsed against the window, trembling, as he held you through it, his own thrusts growing sloppy. he buried himself deep one last time, groaning your name as he came, filling you, his breath hot and ragged against your ear.

for a moment, the car was filled only with the sound of your gasps, the scent of sweat and sex heavy in the air. he pulled out slowly, collapsing beside you, pulling you into his chest. his lips pressed against your temple, soft now, reverent.

“you’re mine,” he whispered, his voice breaking. “been yours all along.” you clung to him, sweaty and wrecked, your dress rumpled, his tie hanging loose. everything was messy, everything was raw, this was for sure a prom night to remember. but it felt like devotion finally, finally hadn’t felt so hopeless anymore.

©𝐃𝐄𝐋𝐈𝐋𝐀𝐇𝐒𝐓𝐔𝐑𝐍𝐈𝐎𝐋𝐎

💌: THERES NOO WHEREEE TO HIDEEEE, SINCE YOU PUSHED MY LOVE ASIDDEEEEEEEEE!!!!!