Chapter 1

Misty couldn't sleep. Her mind was just racing too much and she had way too much energy. They were on Valencia island, and they spent the entire day with professor Ivy discussing the GS ball. In the morning, they would be heading back to Pallet Town to give the ball over to Professor Oak, and Misty looked at the clock and groaned with just how close morning was already.

It was almost two o' clock in the morning and she hadn't slept a wink.

Finally, she threw the covers off of herself and decided to take a walk on the beach to try to clear her mind. She needed some time alone to think...about a lot of things. This past year, so many things have changed. Her body changed, her thoughts changed, the way she looked at boys changed...the way she looked at Brock, in particular, had changed.

She wasn't sure when she realized she was attracted to him, it was so gradual she almost didn't catch it. Sometime on those nights they spent alone, talking and laughing, their inside jokes that Ash didn't get, the way he would look at her sometimes...it all just sent a rush of adrenaline through her.

Today, he did his typical flirting cherade with Professor Ivy. She didn't seem too interested, but Misty was always afraid someday that a woman would be interested in him, and he'd be gone. And how come he was never interested in her? She was pretty, wasn't she?

She ran her fingers through her long red hair that trailed down her back to her waist. Well, maybe not as pretty as professor Ivy was, but Brock just didn't see her that way, she supposed.

She had tried to catch his eye a few times, and Brock had even said she was beautiful before, but only before he found out it was her. Like when she visited home and her sisters had made that poster of her as a mermaid, Brock went completely crazy over that picture, until he found out she was the mermaid.

Then he shut up about it.

He had asked her to dance, once, at Bill's lighthouse, but he was just playing around. He didn't mean anything by it, because if he did, he wouldn't have thrown himself at every girl that walked by him.

She sighed, and looked out at the ocean. It was so dark and mysterious, deep and foreboding.

A sound from behind her woke her up out of her trance and she spun around to see Brock standing there.

"Hey, you can't sleep either?" He asked, taking a seat beside her.

She blushed and shook her head. It was like he just walked right out of her thoughts.

"No. It's too hot," she replied, feeling nervous in his presence. She could smell his aftershave and his cologne and it made her just want to melt into him.

"It's beautiful out here, isn't it?" He asked, and Misty nodded with a small noise from the back of her throat. They sat in silence for a while, she snuck little glances at him as they sat on the beach.

"I was thinking, we should have a friendly battle," Brock said, smiling. "I think we could both stand to burn off a little energy. It might help us sleep. I want to try to build up Onix's resistence to water."

"Alright," Misty said, standing up and running towards the shore of the ocean. "One pokemon each?" She asked, the waved slammed against her ankles.

"You got it," Brock said, the next wave slammed against his legs and he shivered a little. He knew he'd lose, they were near the ocean, but he loved watching Misty battle. She was a flawless gym trainer, and even though neither one of them were the official trainers of their gyms, she was definitely much better than he was.

"Starmie, I choose you!" Misty said, tossing Starmie out. The purple Pokemon stood in the middle of the ocean, taking the waves like a champ.

"Onix, come on out!" Brock called out, tossing it out in the water. Onix immediately looked back at his trainer like he had lost his mind.

"You can handle it, Buddy," Brock told him, reassuringly.

"You can have the first move, Brock," Misty told him, as the waves almost drowned out her words.

"Onix, use bind!" Brock called out, and Onix wrapped his tail around Starmie.

"Starmie, use water gun. Push him off!" Misty called out, and Starmie obeyed. Knocking Onix back a little. The stone pokemon roared in pain.

"Withstand it, Onix!" Brock called out. "Don't let get of Starmie."

Onix tried to hold on, but it became too weak and eventually let Starmie out of it's grasp.

"Damn it," Brock said under his breath.

"Starmie, use swift attack!" Misty cheered, and the Star pokemon successfully knocked Onix into the water.

Brock sighed, and returned Onix to his pokeball. The impact from Onix hitting the water had soaked him, so he peeled off his wet shirt and threw it on the shore line. "Well, you beat me again."

Misty felt her heart skip a beat when she saw that he was standing in front of her half naked and wet.

"Onix has gotten stronger," Misty said, returning Staryu. She stepped closer to him.

"You are a far better trainer than I am," Brock said, as a wave smashed against his knees. Misty almost fell over, and Brock steadied her by putting his hands on her waist.

"Don't say that," Misty said, smiling up at him.

"No, you are. You're really good. You could have become the official leader at Cerulean if you wanted to, you know," Brock told her.

"Yea, but my sisters would never let me do that," She said, tucking a strand of her hair behind her ear.

A large waved slammed into them both, knocking Misty off her feet. Brock caught her before she hit the water, and she clung to him to get her balance.

"Are you OK?" He asked, chuckling a little.

"Yea, I'm fine," Misty said, blushing, realizing how close she was to him. She looked up at him. and her eyes met his.

"You want to know a secret?" Brock asked, staring into her eyes.

"W-what?" She asked, quietly.

"I think you're way more beautiful than your sisters," He said, wrapping both of his arms around her waist and pressing her close to him, bracing her for another wave.

"Really?" She asked, her voice was shaky.

"Yea," he whispered, his lips hovered just inches from hers.

"Nobody has ever said that to me," she couldn't hide the nervousness she felt in her voice. Being this close to him, touching his bare chest like this was driving her insane.

"I should have said it to you sooner," he kissed her, tightening his grip around her waist. His hands took an appreciative squeeze at her rear, as he deepened the kiss, running his tongue along her lips softly.

A long moment later, he pulled back and looked at the pretty redhead standing before him. She looked shocked, dazed, and had the prettiest blush he had ever seen on a girl. He took her hand and led her onto the shore where he had thrown his shirt and he pulled her down next to him.

"I want to show you how beautiful you are to me," Brock said, leaning over to kiss her again. He pushed her back onto the dry sand and hovered above her, teasing her lips and tongue with his own.

She ran her fingers through his hair, and he moved from her lips to her neck, pulling her top up to kiss her stomach and beneath her breasts.

"Ooh" She made a small sound of pleasure, and she faintly wondered if she had been dreaming this whole time.

"Yea, you like that?" He asked, looking up at her as he planted warm kisses on her naval, spinning his tongue around the sensitive area, making her squeal with delight.

"Yea," she answered, almost weakly. Brock kissed her lips again and she felt his hands make thieir way under her shirt. She hesitated a little, and he stopped, looking down at her.

"Can I see them?" He asked, letting his fingers trail lightly over the skin of her naval.

She nodded softly, and he lifted her shirt up, delighted that she wasn't wearing a bra this time of night. He smiled and cupped one of her round breasts in his hand.

"God, their perfect," he breathed in awe. He teased her nipple with his fingers and he could see her body tighten with anticipation. He brought his lips down to the hard rosy bud and kissed it, teasing it with his tongue. She looked down at him, almost in shock, and then threw her head back and moaned as he quickly flicked his tongue back and forth.

He switched to the other one as her moans grew louder, and her hands found their way between her thighs.

"Mmmm, let me take care of that for you," he growled sensually against her skin, and he pulled off her jean shorts, tossing them aside into the sand. His hand slowly made its way down her body, and he rubbed her inner thighs with his fingers. He had such warm, strong hands, she could feel herself becoming more turned on by the second.

He softly nipped at her nipple, and then licked it softly with his tongue, bringing his hand between her thighs and rubbing the soft, sensitive flesh gently. She opened her legs up a little more to him and he smiled, rubbing a little more furiously.

"Do you know how long I've wanted to do this to you?" He asked, she looked down at him in amazement at the way he was making her body feel.

"I don't want you to stop," she moaned breathlessly, as she felt this warm mouth over her breast again. He sucked, and licked and teased it until she was panting underneath him. He could feel her wetness on his fingertips, and smell her sweet aroma of arousal.

"I want to make you cum," he could feel his own arousal getting harder, it was almost painful.

"What?" She asked, her mind in a foggy haze.

He grabbed her hand and put it between her legs, allowing her to feel how wet she was.

"I-I've never..." she stammered, she felt his hand over hers as he moved it around in small circles.

"I know, Sweetheart," he smiled down at her as he slowly inserted the tip of her finger inside her. "You're so wet. You're so ready for me."

He then brought her fingers up to his lips and softly sucked on the tip of them, tasting her and wishing he could taste more.

She looked at his arousal, even when still inside his boxers, she could tell it was large and strong. She reached her hand up and rubbed him, causing him to shudder and almost lose control right there.

"Do we...have to have sex?" She asked, suddenly feeling just a little frightened. She always imagined it alot smaller than that.

"No, we don't have to," He said, as painful as it was. "We don't have to do anything you don't want."

She nodded and he started to rub her once again.

"How about I just please you for now?" He asked, teasing and sucking her breasts again, and she immediately felt that sensation return again. The tightness between he legs, as he rubbed his fingers against her and flicked his tongue rapidly across her hardened nipple.

"Ooh, yes! Yes!" She couldn't help but make so much noise, and neither one of them cared if anyone heard at that moment. He quicked his pace, and he could feel her getting wetter and tighter as she neared orgasm.

"Cum for me, Sweetheart," he growled in a husky voice, pulling her nipple between his teeth and teasing the tip of it with his tongue. That was more than she could take. She threw her head back and felt all the muscles in her body contract as once.

"Yes! Oh My God, Brock! Yes!" She clung to him closely, bringing his lips to her own as the last waves of her orgasm subsided. Her head felt a bit dizzy and her breathing was labored, but she looked up at him in pure awe.

"W-wow," she said, blushing. "That felt incredible. I've never felt that way before."

"You've never touched yourself before?" Brock asked, kissing her and cupping her breasts in his hand. He was still incredibly horny and sexually frustrated, and hearing her make those noises for him just made it even more so.

"No," Misty said, feeling a bit embarassed, but kissing him back. She wanted him to make her feel like that again.

"I'll let you in another little secret," he said, pulling back and looking at her. "I fantasize about you constantly."

She stared into his eyes and kissed him again. "I'm sorry I'm not ready, yet."

"Don't apologize," he said, wrapping his arm around her. She closed her eyes and leaned on his chest,

"I'm sleepy now."

He chuckled and helped her stand up and collect her clothes. "I bet, come on. We better get to bed."

...

Brock turned the faucet in the shower and let the arctic water cascade over his heated body. He was so turned on he couldn't even think, even the cold water didn't do much to make it go away. He closed his eyes and leaned against the wall, turning the water to a warmer temperature.

He wondered if traveling with her would be awkward now. I mean, he had seen her naked and he loved it, but he wondered if she would feel weirded out by that in the morning.

"Ah, God damn it," Brock looked down and realized his erection was not going away anytime soon. He had to get some relief. He poked his head out of the shower curtain and listened. Everyone seemed to be asleep, so no one should disturb him.

He was just about to finish when he heard the door open. He calmed his breathing and looked to see the sillhouette of a woman in the bathroom.

"Brock? Is that you?" It was Professor Ivy's voice.

Shit.

"Uh...I was...just...I was..." He stammered, and she opened the shower curtain and smiled at him, looking down at him with his hand on his very large erection. She wore nothing but a silk robe.

"Don't be embarassed," She said, smiling. "What happened? She didn't give you any?"

"Professor, I'm really sorry...I-"

"Don't be sorry. And call me Felina," she let the robe fall of her shoulders, revealing more of her cleavage to him. Brock was surprised. What was up with these woman today?

"Felina, I-"

"I heard you two out there," She said, slowly letting the robe fall further and further down her shoulders. "You sound like you are quite the lover. But sex is no fun unless you get off, too."

"She's a virgin. She wasn't ready," Brock watched as the robe fell to the floor and she stood naked in front of him. She stepped into the shower and wrapped her arms around her neck.

"I'm not afraid of this," she purred sensually in his ear and gripped his hard shaft, rubbing it slowly and softly.

He groaned and pressed his back against the tile in the shower. "Felina, I-I'm in love with her."

"Do you really want that giggly little teenager who looks at you like your from the latest boy band group and who is afraid of your big cock?" She asked, pressing her breasts against his chest. "Or do you want a woman who desires you, and wants nothing more than to please you? You're not in love with her, if you were, you wouldn't be ready to cum right now."

He panted heavily and looked at her. "She's not ready for me."

"I am," Felina promised him, and she smiled as he reached his orgasm.

"Goodnight," she said, kissing him, and slipping back on her robe. "Glad I could help."

...

Brock didn't sleep very well. In fact, he felt like he hadn't slept at all. He was awake before anyone else, and he had a lot of time to think. He had come to the realization a couple months ago that he had feelings for Misty, strong feelings. He went from thinking she was a pretty girl, to thinking she was the most gorgeous girl he had ever laid eyes on, but that didn't stop him from flirting with every woman he came in contact with. He didn't want her to catch on, and he had his reasons for that. One, they both came from gym leader families, and Pewter City and Cerulean City had a bit of a rivalry. It would make things awkward for both of them, and two, Misty was just too inexperienced.

She was young and innocent, and he was horny and impatient. What happened between them last night was awesome, but he felt like she wasn't ready, emotionally, for sex. And Felina Ivy, as seductive as she was, he knew he would be having sex 10 times a day everyday, probably until he was sick of it. He poured himself a cup of coffee and sat at the kitchen table.

Then again, if he stayed here with Ivy, and it didn't work out, there was the possibility he would never see Misty again. He sighed and finished off his coffee when he heard someone enter the room.

It was Misty, dressed in a long sleep shirt with a Good Luck Charm Cat on it. Her hair was slightly messy, but she still looked beautiful. Brock couldn't help but smile and he was mentally kicking himself for leaning towards the decision he was about to make.

"Good morning," he said, pulling out a chair for her.

"Good morning," she said, shyly sitting next to him.

"Sleep well?" He asked.

"Yes!" She said, leaning her head on his shoulder. "Did you?"

"Y-yea," he stammered, flashbacks of Ivy in the shower with him made him wince to himself. God, he didn't want hurt Misty. That's the last thing he wanted to do.

"What time are we headed out to go back to Pallet Town?" Misty asked. "I guess we can leave when Ash wakes up. Maybe we can go have breakfast at that little Tiki restaurant down the road."

"Misty..." Brock started, but was interrupted by Felina Ivy's voice.

"Good morning, Kids!" She said, walking over to the coffee pot. "Oh, someone made coffee. I bet I know who did that! Brock, you are an excellent house guest."

"I do what I can," he said, feeling awkward.

Felina noticed Misty's obvious clinginess to Brock this morning, and she looked at him with a sly smile.

Ash came ambling out of his bedroom, rubbing his eyes. "I'm hungry."

"Well, pack up and we can eat before we catch the ferry back to Pallet Town," Misty said, standing up. "I'm going to go pack up my things and get Togepi ready to go." She smiled and dashed past Ash to her room and the young dark haired boy looked at the Professor and Brock.

"What's she so happy about?" Ash asked, confused.

"Eh, I don't know," Brock said, getting up and started washing the dishes.

Felina smiled and turned to Brock. "Have you told your friends of your decision?" She asked.

"Felina..."

"Felina?" Ash asked. "You call the professor by her name?"

"Listen, Ash," Brock said. "I know this is going to shock you..."

"What's going to shock him?" Misty asked, coming around the corner with her bags in her hand.

Brock felt his heart sink. She was so beautiful right now, with the perfect body, long sexy legs, and the most gorgeous eyes he had ever seen on anyone. And he was about to lose her.

"Ash, Misty," he said, looking back at Felina. "I've decided to stay here."

Misty felt the floor drop out from under her. "W-what?"

"I can learn a lot here," Brock said. "I mean, with all the different kinds of Pokemon, it would be good for my studies, and I think that the Professor and her assistants need me around here. You two can survive without me."

Ash looked at him for a long moment, and Misty ran off outside.

"Misty, wait!" Ash called out. Brock looked at him and put his hands on his shoulders.

"Take care of Misty, OK, Buddy?" He asked, and Ash nodded. Brock pulled him into a bear hug. "I'm gonna miss you guys."

"We'll miss you, too, Brock," Ash said, looking up at him. Then he looked outside, but didn't see Misty. "Misty!" He yelled. "Don't you want to say goodbye to Brock?"

No response.

"You better go look for her, Man." Brock said,

"I will," Ash said. "I'll get this GS ball back to the Professor as soon as I can!"