A/N: Big surprise, another lemon. I was experimenting with this one a lot and I realized Mello and Layla don't really have any "making love" types of stories. I wanted them to have a more tender kind of lemon here. I hope you enjoy!

Sanctuary

Disclaimer: I do not own Death Note or any of its respective characters. However, I do own Layla Levandi and the situations seen here. Please do not use them without my permission.

Just that night, it had started snowing. Snow was something neither Mello nor Layla had seen in a few years, since their departure from England. So when the crystalized flakes of ice began to slowly flutter down upon Layla's nose, she couldn't help but look up.

"Oh Mello, its snowing." she said suddenly, her tone betraying a childlike wonder.

Mello who had been walking alongside her, stopped and extended a hand where a few white snowflakes hit his leather gloves and he stared at them before they melted.

"So it is." he said mildly.

He still looked far away and she hooked her arm around his own, leaning her head into the soft fur on his coat. Mello spared her a glance and sighed, fog spilling from between his lips like cigarette smoke.

Her hand found his own and she carefully intertwined her fingers in with Mello's leather covered ones. Just the mere feel of his fingers on hers was enough to send her heart thumping like a war drum.

"Did I upset you today?" Layla said softly.

Mello sighed and said nothing as the two of them continued to walk down the streets of Estonia's capital, Tallinn.

Earlier in the day, the two of them had visited her old childhood home. It had been emotional, to say the least and Layla recalled with slight embarrassment the way she was overcome with tears. She honestly hated crying in front of people, Mello most of all. It made her feel as if she was too weak to be his lover, the way her tears claimed her.

Her face flushed at the memory of how she had begged Mello to take her on the old mattress that had been her childhood bed. She had cried then too, clinging to him while he pleasured her.

"Don't worry about it." Mello said quietly, once they reached the hotel in the middle of the city. He led her up towards their room and she watched him pull out the key and slide it into the door.

Once the two of them were inside Mello shucked off his coat and placed it over one of the armchairs while dusting snowflakes from his shoulders and hair.

He shot her a quizzical look, then reached out and wiped away some of the now melted snow from her hair.

"Go take a shower Kiska," he said mildly, "You'll catch a cold."

"You can't catch a cold from being cold." Layla mumbled but when Mello affixed her with a sharp eagle glare she grumbled something in Estonian and disappeared into the bathroom.

Mello yawned and scratched mildly at his stomach before prying off his shirt. He paused and fingered the nail marks Layla had left on his chest, harsh and red against his pale skin. It had worried him a little, seeing her so upset. It was one thing to see her cry, she cried over everything. But it was another thing entirely to see her so upset like that, so desperate for comfort like a child.

He had felt awful about taking her on that mattress, in that dreary attic room. It had seemed wrong somehow, like he was taking advantage of her emotions and using them to please himself. Even he, the prince of avarice wasn't that selfish.

Mello just couldn't stand when she cried like that, it made him feel like he was looking into a mirror that reflected that bitter moment when he had watched his own father die. No one deserved to feel pain like that, unless of course they had inflicted it on another. And Layla hadn't really ever hurt someone, at least not to his knowledge. He wanted to keep her as pure as was humanely possible, something that was hard for a man in his profession.

Layla had always been secretive about her crazy religious mother and most of the time Mello had to probe information out of her, a process he compared to pulling teeth. It had been hard though, listening to her stories and learning about the deep hatred she had for organized religion. It had been even harder acknowledging that she too had been just as hurt as every other child in Wammy's House.

When they were younger, Mello often felt that she was unworthy to be in Wammy's House, unworthy to be among the ranks of twenty six of the most brilliant children in the entire world. He had always speculated that her parents had paid Watari off somehow when he had learned that her parent was still living. Maybe...it had really been jealousy that had spurred his bullying.

He heard the water from the shower slowly ebb off and he shook his head, stripping his pants away from his skin and shoving off his boots before climbing in between the sheets. It had been the hum of Layla's blowdryer that had lulled him to sleep.

However, a mere thirty minutes later he was pulled out of his sleepy haze by Layla's warm, damp lips on his collarbone.

"Kiska," he grumbled, "What the hell are you doing?"

"Kissing you," she mumbled against his skin, then pressed her body against his so that he could feel her nudity.

"Can't you kiss me in the morning?" Mello muttered.

"But Mello," she purred into his ear, "I was thinking about you in the shower you see."

"That's nice," he said halfheartedly, "I was dreaming about chocolate. Let me go back to sleep so I can think about it more."

She ignored him and he could feel her tongue darting over the scarred side of his neck, making him gasp. "I was thinking, our earlier session today must not have been much fun for you." she murmured against his chest, her tongue going out to taste his skin.

"It was fine," he moaned, half wanting to watch her, half wanting to sleep.

"Liar." she said teasingly.

"You're worse than a rabbit, I swear." Mello snapped, "You're constantly in the mood."

"I can't help it," she said softly and Mello could feel her trailing down his body, "Not when you're so available."

He let out a grumble of frustration when he felt the comforter being thrown off him and cold air grazed over his nude body. Goosebumps rose quite quickly on the unscarred part of his skin. But when her mouth wrapped around him, he gasped, eyes suddenly opening widely.

"I'm not trying...to be available." he hissed, reaching out a hand to pull her hair to the side.

However, Layla moved away from his grasp, pulling her lips off him with a soft pop. She rested her head languidly on Mello's thigh, making sure to place herself just scant inches away from Mello's fingertips.

"Oh?" she said, her eyes twinkling sharply, "Then think of this as a reward for being sweet today."

Then, she set back to work, licking and sucking the thin skin on the tip of his sex. With a heated groan Mello shoved himself upward into a sitting position, using one arm to brace himself and the other to sweep her hair away from her mouth.

"Easy, watch your teeth," he mumbled, wincing when her incisors scraped him lightly, not enough to cause pain, but enough to send Mello's heart rate up a little too quickly.

She mumbled something, probably an apology and the vibrations from her throat made him moan loudly.

A moment later, her fingertips joined her mouth and she stroked him slowly, all the while pampering him with her mouth.

Mello shuddered as she dragged her tongue slowly up the tip of his sex. Another groan escaped his lips and he fought the urge to grab her head, forcing her to go quicker.

"Mmm," he purred, his head lolling lazily on his shoulder, "Suck it good, you know you love that."

As usual, Mello was letting his imagination get away with him. Their sex life was pretty satisfying to say the least, more so than he would have ever guessed when he first took her virginity.

He'd expected her to be the type of girl who was prudish and a little shy, a good girl like she had always been when they were younger. He did want to keep that innocent quality she had, but when it came to bedroom antics he couldn't help himself.

He'd started slowly, teaching her what he wanted. By the time they met again Mello had already been with a few other women. Easy pickings as Rod called them, women who just wanted a taste of the extravagant life they had led. They had taught Mello how to please himself, and in turn please them. But, none of them had ever belonged to him, and he would not have been the slightest bit surprised if right after having a session with him they went to another. But he had wanted someone who would be his lover, and only his. The things he taught Layla however, would only be shared between the two of them.

Mello was suddenly distracted by the tightening of his muscles and the onslaught of pleasure that washed over him. His arm began to shake and he let out a groan. Holding her hair was now becoming too much of an effort and his grip slackened. Layla's hair spilled over his thighs and he fought the urge to thrust.

Layla flicked her tongue over him again and he cried out, arching his back as he spilled into her mouth.

Mello collapsed onto the pillows, utterly spent and he reached for Layla to pull her up against his chest. She kissed him sharply, and he could taste himself on her mouth. Then, she pulled away to place kisses all over the bottom of his jaw, pausing slightly to wrap her lips around his adam's apple before darting her tongue downward to lap at his clavicle.

Her fingers trailed lovingly over the beads of his rosary, her nails clinking against the crystal before tracing the outline of the silver cross that adorned it. Her mouth followed suit, kissing along the necklace until Mello squirmed and let out an irritated sigh.

"Still sleepy?" she questioned, tickling his stomach lightly.

"No," he murmured, "But the way this is heading, you'll end up being on top." Suddenly he held her waist and rolled over until she was underneath him, "And you know I don't like it that much when you're on top."

"What's wrong with me being on top?" she questioned, running her hands along the faint muscles of his forearms.

"You...are mine." he stated, thinking again of all those women he had been with before her, how she had been the first one that was truly his. Then his lips were trailing on the delicate skin of her ears, kissing down her cheeks, over her eyelids, (he was glad there were no tears this time).

Mello took his time kissing Layla's lips, nibbling on the bottom lip, then caressing it with his tongue. She exhaled sharply and he felt her hands slide up his arms to fondle the soft, downy hairs at the nape of his neck.

Surprisingly, she pulled him against her and he realized faintly that she was hugging him. Mello braced himself for an onslaught of tears, probably provoked by a sudden memory of their visit to her old home.

"Thank you, Mello," she said softly, nuzzling his neck.

"I didn't do anything." he said bluntly, inwardly squirming and trying to hide the blush that was working its way into his cheeks.

"I wouldn't have been able to go in there alone, to face that alone. But you were there and that made it better, you've always taken care of me."

Mello squirmed again. He was never one for the type of cutesy, sentimental bullshit that Layla could spout sometimes, it made him feel weird.

"Just hush." he said mildly. "You're so stupid sometimes I swear."

Layla was still looking at him strangely, and she reached out to brush back a lock of blond hair that hung unceremoniously into his eyes. She bit her lip and freed it before pulling him down where he was scant inches from her lips.

"Kiss me." she murmured, her voice taking on the heady tone Mello had come to associate with her want.

He did as she desired, this time ravishing her lips between his own until their breath was ragged and a faint sheen of sweat lay over them both.

He found himself growing hard again, and let out a soft moan when she caressed him with her knee.

She reached down to the floor and slipped her hand into Mello's leather pants where she snatched at a condom and handed it to him, where he slipped it on impatiently, eager now for the task at hand.

He slipped a hand down to stroke at the perfumed dampness of her sex and paused, licking his fingertips before he entered her.

Layla murmured his name softly and he eased himself on top of her so that he could kiss her more fervently. As much as he enjoyed their more licentious sessions, sometimes the slower sessions could be incredibly enjoyable, provided Layla was patient enough.

Mello rested his head on her shoulder, shuddering with each slow thrust, and the warm contact of her hips on his own. She tilted her head so that she could face him and he reveled in the exquisite facial expressions she'd make when he thrusted in just the right manner.

The way her eyes would clench shut and her mouth would fall open, warm gasps spilling against his skin, it made Mello almost wish he had her memory, so he could recall just exactly how erotic she looked whenever he liked.

Now though, their hips were meeting with a kind of impassioned haste, and Mello was gasping too, moaning out her name every time the sweet friction sent a wave of pleasure through his brain. He didn't change his pace however, still struggling to keep the slow, steady rhythm they had begun with.

But then she arched up into him, clinging to him desperately as she clenched achingly tight around him. She was whispering his name, almost like a heated prayer and he thrusted jerkily a few more times before spilling into her for the second time tonight.

He struggled not to collapse on her and instead dropped beside her on the bed, panting hard.

She was trembling, and Mello pulled her up against him, afraid that she would somehow begin to cry again. But when he glanced down after a few moments she was already fast asleep, her face charmingly innocent again, like a small child.

Shaking his head, Mello reached for the discarded comforter where he pulled it over the two of them, making sure she would stay warm throughout the night.

He does take care of her after all.