Note: I do not own the rights to Soul Eater, or it's characters. I just borrowed them. The rightful creator is Atsushi Okubo. There is smut ahead, you have been forewarned. Enjoy.

She arrives within his soul to find him leaning casually against his piano, eyes following her gliding form and lips turned up in a sensual smile. They learned long ago to forgo footwear for her, so her stride is quiet and flowing. She reminds him of a calm ocean at night, dark and all encompassing, so easy to get lost in. He is pulled in by her tide, content to go wherever it leads him, one of his hands playing with the baby hairs on the nape of her neck, and the fingers of the other hand drawing slow, deliberate sideways figure eights on the small of her back.

"Soul..mmmmthis isn't why I'm here, quit it," she sighs breathily, in what Soul thinks is the least determined voice he's ever heard, but pulls away from her slightly nonetheless. She can do what she wants with him, they both know this, but he always treads lightly with her for fear of causing her discomfort.

"Okay. Speaking of, why are you here? Not that I mind, I'm just not used to you ah.. showing up like this.." He means that he isn't used to her being there when they aren't in the middle of a battle. He's glad that she can hear what he is thinking for once, because making a coherent sentence in his mind and actually getting the words out of his mouth are two entirely different things. She understands, and decides that the non-verbal approach is best.

It's different in here .It feels warmer. Where's the little red guy?

He doesn't like being around you when he knows you aren't going to use him. Says you make the air smell like flowers and sunlight. I agree with him, but while I really like it, it makes him sick. Soul is actively trying not to laugh at the thought of smothering Oni in a bouquet. Maka sees it clearly in her mind, Soul stuffing daisies angrily up the demon's nose and tossing him into a tanning bed. They both can see it so vividly, their ricocheting thoughts syncing up in perfect harmony for one moment, only to set them off into a bout of hysterics that could put a pack of hyenas to shame.

Okay wait, back on topic, I came here for a reason. Stop distracting me Soul.

Alright, alright. What is it that you need me to do?

I just… I can't sleep. Do you know any lullabies...?

…..You're joking, right?

No you jerk, I'm not joking. You always say that music helps you sleep, so I thought maybe I would try it, but I don't know of much music that I really enjoy, so I thought of you…

…You're adorable. Do me a favor, Maka?

What is it?

Focus on your heartbeat. Listen to it closely, okay?

Uhmm…alright. The rhythm is slow and very steady, and when he hears it through his mind, he is truly thankful that she is here with him.

Perfect. Come and sit with me on the bench. He laces the fingers of his right hand with her left and guides her to her place beside him. Keep on focusing on your heartbeat, okay? And he begins to play.

It's all legato and smooth, whole notes slipping into half notes, all of them blending together in this abnormally quiet, gentle piece. She feels significantly calmer than before, that is until she realizes that this music he is playing matches her heartbeat perfectly, and her pulse starts to speed up. He doesn't stutter for a moment in his movements, his song quickening right along with the thrumming of her heart. As she watches his dexterous hands as he plays, she sees the tendons of his fingers fluttering with every note, and feels something she has recently become very familiar with stir in the lower part of her abdomen. His song quickens even more as her excitement grows. She feels the music reverberate through her body, vibrating and making her veins sing like the strings of the instrument Soul plays. He hasn't even touched her in the past ten minutes and she's already incredibly turned on.

He startles her when he stops playing abruptly and slams the fallboard shut, turning towards her with an expression on his face that could mean nothing other than desire. Wrapping his arms around her waist and propping her ass up on the fallboard of his piano, he buries his face in the curvature of her throat and places open mouthed kisses on what he finds there. Maka bites down hard on her lower lip, trying her best to stifle the moan that is working its way out of her, but fails miserably when he finds one of her earlobes and gives it a gentle suck.

God you're beautiful, you know that? You're the most incredible music I've ever heard. You don't even try, you just are. You're undiluted joy and unfathomable pain and everything between. I don't know what I would do without you, but I do know that I will do whatever I have to.. to make sure that I never to find out. She can't take this, he's left her reeling, unbearably horny and insanely emotional, and the only logical solution to this problem is to start tearing clothing off.

"Soul, touch me, please," she begs into his hair, and he is quick to oblige, using a bladed finger to carefully slice down the back of her dress to free her from the tight fitting black satin. She breathes a sigh of relief and threads her fingers into his shock of white hair, pulling his mouth up to hers. Soul wants to fill his lungs with the essence of the woman in front of him, shoot it into his veins, but he'll settle for this, their exchange of breath and secrets, saliva and sweat. Her mouth tastes sweet to him, and she reflects the sentiment in the form of a content little sigh. She is making quick work of the buttons of his suit jacket, shoving it off his shoulders and moving on to loosen his tie. God, why are you wearing so much clothing, Soul? Wanting to taste the skin of his torso as fast as possible, she opts to just tear his dress shirt open, little glass buttons littering the floor around them. Soul almost dares to make a comment on it, but she already has her mouth latched firmly on a nipple, fingers raking down his ribcage. "Ahh fuck, Maka.." he hisses through clenched teeth, trying not to show how much of an affect she has on him. His efforts are wasted though, she can feel the bulge of his hard cock pressed against her damp panties, and she can't help the little shiver that runs through her body at the thought of him being inside her.

"Soul…Soul please.."Maka whines, wrapping her legs around his waist and grinding herself onto his dick. He can hardly think straight, all he knows is that he doesn't want this to end too soon. He's on a mission.

"Please what, Maka?" He breathes into her ear, making her shudder violently." What is it that you want me to do?" He presses against her so hard it's almost uncomfortable, feeling her pulsing through the thin cotton of her underwear against his still clothed erection.

" I want- guh… I want you to… I want you inside me. Please, Soul.." She's driving him insane with those lids half-mast and voice thick with need. Her eyelashes cast long shadows on her cheekbones, her face and chest a rosy shade of pink. He needs her naked, needs to see every inch of her, to play her body like an instrument until she hits her climax and sings out her completion.

"Maka, stand up." And she does, slightly wobbly on her feet, face still flushed bright. Soul concentrates for a moment, and when he turns around is delighted to find that his trick had worked; he had transformed his piano bench into a queen sized bed, decked out with silk red sheets and down feather pillows. He turns back to a bewildered looking Maka and grins at her, reveling in just how truly adorable she can be. "Lay down for me?" He asks her, and she is quick to comply, settling into the center of their bed on her back, her eyes never leaving his. He smiles lovingly at her as he begins to strip off what remains of his clothing. She doesn't turn away or splutter the way she would have a year ago, rather she watches him as he strips down, pupils dilating even more so than before. He sees her thighs rubbing together impatiently underneath the skirt of her dress and is struck with an idea. If he can manipulate the objects that show up in this room, then why not…? They both want the same thing, for her dress to be off, and the garment is only too ready to comply, dripping off her like little droplets of onyx water and evaporating into the air as mist.

Her nipples harden as soon as the air hits them, puckering into tiny little pink buds, and Soul comes to the immediate realization that he wants them in his mouth. He slides into their bed, hovering over her and straddling her right thigh while pressing his own thigh against her throbbing sex. When he breaths deeply he can smell her arousal, and when he look at the apex of her thighs he can see it too, her excitement shining on her trim little tuft of curls. It will be his absolute pleasure to pleasure her, but first he needs to make something abundantly clear.

"Maka." He says her name quietly, his tone serious but gentle. She is snapped out of her lust induced haze for a moment, searching his face for the answer to what could possibly make him so serious at a time like this.

"What's wrong Soul? Are you okay?" She places her left hand over his heart, right atop old scar tissue, and weaves her other hand into the hair at the base of his neck, her eyes never leaving his. He just smiles at her with the most genuine warmth behind that smile that she has ever seen. She can hear him in his thoughts, his mantra. You're incredible. Beautiful. The smartest person I know. And I love you so much. "I just love you Maka, that's all." And before she has a chance to respond, he has pulled her mouth to his, his lips soft against hers, the kiss chaste. He wants her to know, wants her to feel in her bones just how much he loves her. I don't know where I would be if it weren't for you Maka.. I don't ever want to find out. She's so overwhelmed by him, by his affection, the devotion, the sensation of his skin against hers. You don't ever have to find out Soul. You're mine. He breaks away from her mouth only to start kissing his way down her neck, tonguing the dip of her collarbone a moment before making his way further down her torso. He's got one of her perky nipples half an inch from his lips, pretty and pink and begging to be sucked on, but he's the definition of a goddamn tease, so he traces his tongue around her areola, blows cool air on her slick skin.

She's a trembling mess beneath him, and though she may not vocalize her pleading for him to do more, he can hear her thoughts all too clearly. She wants her nipple in his mouth, wants his cock in her pussy, wants him, just all of him, everything he could give to her she wants. He wants the same. She's ready to just grab him by the hair and shove her chest in his face when hesucks a nipple into his mouth, lightly tugging at it with his teeth and laving at the tip of it with his tongue. Her sigh of relief quickly escalates into a moan of pleasure, and he just can't help but be exceedingly pleased with himself. His thumbs are rubbing circles around her hipbones, fingers splayed out to touch as much of her as possible. His dick is painfully hard and his body is screaming at him to ram into her, but he has class. He knows that just isn't an option, so he lets his right hand wander down to the warmth between her thighs and he starts to stroke her lips, sliding his index finger between them to lightly caress her clit. She cries out as her body jerks, wraps her arms around his shoulders as if to use him to anchor herself to this realm. He slides a finger inside of her, then another, and she rakes her fingers down his back when he starts to curl his fingers this way and that, hitting places inside her she never knew existed.

"Soul…"

"What is it Maka?"

"Fuck me now.. please." Soul pulls away from her far enough to look at her eyes, those half-lidded, hazy, emerald eyes that had pulled him in from day one. It's funny the things he notices in this moment. She's got a few freckles on her eyelids, a tiny silvery scar just beneath her left eyebrow. He notices that no matter how vulgar her mouth can be, it's still the prettiest one he's ever seen. He notices that the walls of her sex are clenching around his fingers, realizes it's time to become one with her in every way possible.

As soon as he's pulled his hand from her she locks her legs around his waist, pulling his dick right up against her entrance, her wet heat radiating from her in a way that makes his eyes want to roll back in his head. It takes a moment for him to get situated, but when he finally slides himself inside of her, they both moan in unison, their different pitches creating a beautiful harmony. She's warm, and tight, and oh so very soft, the pale flesh of her chest moving in time with his thrusts. He wishes he could watch and feel her body against him at the same time, but decides the feel of her is more important now, wraps his arms underneath her and presses her heaving chest to his. He can rub against her clit like this, he knows because he can feel her tensing around him, listens to her breathless cries and knows that she's close. He laves at her neck and whispers into her ear all the things he can't say in daylight.

"You're the only one I'll ever be with if that's what you want Maka. I'm with you until the end. You're the best thing that has ever happened to me," he breathes, and he knows that it's fucking cheesy, cliché even, but he also knows that he means every word of it. She's beyond speech, all she knows is panting and moaning and breathy attempts at his name that never come out quite right because he thrusts hard every time she tries. I love you. He can hear her in his mind, telling him over and over, she loves him, loves him so fucking much, wants him with her always. He's elated that they both want the same thing.

It only takes a few more hard, deep thrusts from him and she's unraveling, him following suit hardly a millisecond behind her, shuddering and groaning, both of them slick with sweat and each others arousal. Soul has the presence of mind to fall to the side of her, not crushing her when he collapses, and pulls her spent body towards him so that they are facing each other, limbs entwined, bodies twisted together like some kind of sensual jigsaw puzzle. As their breathing slows and eyes drift shut, Maka hears a faint flutter of words come from her partner that she can't quite make out.

"What was that?"

"I said that whenever you have trouble sleeping you should just come to me. I'll play for you anytime," He tells her with a grin. She's too worn out to even properly chastise him, just nuzzles against his jaw and settles in for a good night's sleep. She knew she would take him up on his offer anyway. This was by far her favourite lullaby.