Disclaimer: I do not own Naruto! It belongs to Masashi Kishimoto

A/N: I know that this is inaccurate. I know that Sakura, Sai, Naruto and Yamato do not take a full days rest before leaving for their mission. I also know that Kakashi was practically immobile. All of this is for the sake of a lemon, considering I am not creative (aka lazy) enough to make up a whole plot line for a lemon. So here it is. Enjoy the smut.

The sound of footsteps could be heard padding through the empty hallways of Konoha Hospital. The night was hot and sticky, and fireflies were casting their yellow hue in through the windows. Crickets chirped softly under the sound of the footsteps that echoed in the hospital. The echo reverberated back into the ears of a pink-haired kunoichi. They were her footsteps. Sakura Haruno knew that visiting hours were way past over, but being the medic nin that she was, she had access to anything in the hospital whenever she wanted. Plus she knew that the patient she was visiting would be awake, reading that book of his, regardless of how many times he'd read through it.

Sakura approached Room 219, slightly unsure why she'd chosen to come here. Well, that was a bit of a lie. Unable to sleep, she'd been up all night thinking about 'it'. 'It' scared her slightly, made her a bit nervous and insecure. The only person she could think of that would comfort her would be her old sensei. Tsunade-sama would tell her to suck it up, and be the strong kunoichi that she was. But 'it' brought back old insecurities…back from when she was younger.

Standing in front of the door, the girl exhaled before knocking lightly, entering without waiting for an answer. There he sat, reading Make Out Tactics by flickering candlelight. He was wearing his usual shirt—mask included—but his hair was free from the usual Leaf headband that adorned his forehead. His grey locks seemed to be naturally spiked upwards towards the ceiling. Kakashi Hatake didn't turn from his book as the kunoichi entered the room. "Visiting hours are over, Sakura-chan." He spoke up, turning the page in his book. As always, he had his left eye shut tight, keeping his Sharingan sealed, and his right was drooping half closed, giving him that lethargic and almost apathetic look on his face.

Sakura couldn't help but let a small smile creep on her face as her former sensei teased her. "I knew you'd be awake, Kakashi-sensei." She replied as she shut the door behind her. She walked into the dimly lit room, heading towards the chair that was placed by her sensei's bed. The subject she was about to speak of with Kakashi flooded her mind again and she couldn't help but let out a deep breath of air as she sat in the chair. 'It' was pervading her mind, and she couldn't help but feel weak. Weak. That was something she had not felt in a long while; something she had been taught was not something she should ever feel or ever be.

Kakashi Hatake was no fool. He'd known his pupil for far too long to ever misread her behaviors or to never know what she was feeling. As a ninja, yes, she had begun to take him by surprise. Under Tsunade's tutelage the past two years Sakura had transformed beyond his expectations. She was eons ahead of the progress he had expected her to make. It made him slightly proud to call her his former student.

He still made no indication that he was going to put down Make Out Tactics to look at her. His face was always buried in that book. "I met with Yamato earlier today. You have an important mission ahead of you." He spoke up after she settled into the chair next to his bed.

Sakura wasn't ever surprised about how Kakashi could almost guess what she was thinking about. The mission. Of course that's what she was thinking about. What else would she be thinking about? After Sasori had given her that tip it was the only thing she'd been thinking about. This mission could ultimately lead to Sasuke…the one boy she hadn't been able to get off her mind for years. He had been her child hood crush, teammate, and more importantly, her friend. She nodded in response to Kakashi's comment and smiled. "Yeah." She tucked some of her pink hair behind her ear. She really wasn't sure what else she could say, so she just continued on by speaking of the new-formed 'Team 7'. "Naruto and I met our new teammate, Sai, today too. So far things aren't looking so great dynamically for our team. Naruto doesn't seem to like him at all." She rubbed the back of her head as she let out a small laugh.

The news that Naruto was having a hard time getting along with Sai was not a shock. Kakashi turned to the next page in his book before responding. "You should get some rest then. It's late."

The kunoichi let out another soft sigh, closing her eyes for a moment before opening them again. "I know." There was a reason she wasn't in bed. Sakura was not an irresponsible ninja. In fact, she was probably the one who was going to have to go get Naruto from his apartment to make sure he woke up on time. Though when she really thought about it Naruto was probably just as tense and anxious as she was; probably even more so. He would more than likely not require her assistance in waking up. It was a rarity. "I can't seem to fall asleep though. I've been too restless to even think about sleeping." She admitted. It was best to get the comfort she needed now, get this off her chest sooner than later so she could sleep.

Kakashi's black eye finally moved from Make Out Tactics to Sakura, and he made a 'hm?' type noise. "Why is that, Sakura?" He knew well why she could not sleep. In truth, he was anxious for his team. He wanted them to be successful in retrieving Sasuke, their old friend.

Sakura fidgeted in her seat for a moment before replying. "This mission could lead to…Sasuke-kun." There it was. Out in the open. "It's been two years since we've seen Sasuke. I'm just…I'm nervous." Nervous. That word made her feel weak, and vulnerable. She didn't like it one bit, but she couldn't help but let her emotions flow freely when it came to the subject of Sasuke. If there was a time that she should let them flow freely it was now. She refused to let herself be this way in front of Sasuke, especially if this mission led to him.

Tentatively, Kakashi shut Make Out Tactics and placed it on his bedside table before placing his hands lazily on the bed in front of him. Sakura knew that she had his full attention now and that he would not speak until she was finished spilling out the reason she'd come so late at night. So she continued on.

"The last time I saw Sasuke I…I was unable to stop him. I couldn't prevent him from leaving. I was so weak and stupid and young." The memory of when Sasuke had left was still painful. Mainly because she regretted the things that she hadn't done and could not have done as such a weak kunoichi. It was agonizing to admit how weak she'd been. She knew she had been the burden of their team, and she wanted that to change. She wanted to be able to support Naruto, and to protect him if it came down to it. She was afraid that she wasn't going to be able to fulfill those desires. It was an overwhelming fear; she didn't want to fail her friend.

Her mouth kept running. "If this mission leads to Sasuke, I want to be strong. I want to help bring him back. I want to be able to support Naruto and help him bring our friend home. I was too weak to do that last time." She blathered, feeling her emotions begin to get the better of her, which is not what she had wanted at all. "What if I can't help Naruto though? What if I'm just as stupid as I was last time? What if I'm just as weak and I just freeze up? What if I can't help bring him back? What if…what if I'm just the deadweight again…the burden of the team?" she felt a tear well up and slide down her cheek. Crying? Oh no, this was not acceptable. Despite wanting to keep the tear in, it came flowing anyway; it was something she was unable to control. She wiped it away quickly, but another had already formed in her other eye, wetting the corners of her green orbs.

Sakura was silent finally, and wiping furiously at her eyes to keep the tears from coming down. It pained Kakashi to see her crying. He knew that after training with Tsunade weakness was not something that she was allowed to show. It was hard to bottle ones emotions up like she was. Her insecurities were also utterly ridiculous. She was the most improved ninja out of the remaining Team 7. He had, of course, been checking on her through the two years that Naruto had been gone. He'd watched from a distance as she trained with Tsunade in the training grounds, and he'd seen her grow from the young, naïve girl that she'd been into the strong, mature young woman that she was now. Some small part of him wanted to reach out and wipe her tears away for her, but he refrained.

"Sakura." He began. Her eyes had drifted to the floor, feeling too shameful to raise them to her sensei's, but they found their way back up to Kakashi. He knew a bright smile wouldn't be the cure to making her feel better, to feeling more secure. "You don't need to worry. You've grown from two years ago."

"I know, but I can't help but worry that I won't be able to stop Sasuke from his destructive path, or help Naruto. Things are different now. I don't know if I'm still a burden or not." She wiped at her eyes some more.

He didn't want her to say that. It was just utter nonsense. On top of increasing her strength, she'd become a medic nin. The amount of progress she'd made was incredibly impressive. "You aren't a burden, Sakura. You are now the medic ninja of the team, and they depend on you more than anyone else." He reached over and wiped away one of her tears. "I have faith in you. You're one of the strongest kunoichi around. You're also no longer the little girl from two years ago." That was something he had noticed. She wasn't a little girl. She'd been budding into womanhood, and it was a…pleasant change. She was an attractive girl. He had surprised himself by reaching over and wiping her tear away, and he found that his hand was now cupping her cheek.

"But sensei…I…" She stopped herself in surprise as his hand was now caressing her face. A small flush rose to her cheeks as she met his eyes, both of them seeming a little surprised by the action. He made no move to break eye contact or remove his hand from her cheek. Not that Sakura entirely minded. She actually rather enjoyed feeling his strong, calloused hand on her cheek.

She hadn't failed to notice that he was attractive, regardless of his grey locks. If anything, it added to his handsome qualities. It wasn't his physical qualities that Sakura had noticed were attractive, though. He was strong, a good leader, teacher…everything that Sakura wanted to be. That was what had first caught her attention as she'd begun to learn more about her sensei.

Sakura could feel her heart beating hard in her chest as for a few more palpable seconds they stared into each other's eyes. Without a word, Sakura suddenly felt her body propel itself towards Kakashi's. She reached up, taking hold of the arm that was near her face, using it to pull herself forward and increase her momentum. Her lips made contact with his over his mask, her eyes shutting tight. She didn't realize what she had done till a second after. What was she doing? This was entirely forbidden. It was extremely wrong in every sense of the word, and she hadn't ever had thoughts of doing something like kissing her sensei ever. So why was she doing this? She couldn't find the power to pull her lips away from him.

It was hard to surprise a ninja, especially one like Kakashi, but Sakura had managed to do that as she pressed her lips against his. A spark shot down his spine as their lips lingered lightly, and he knew that she hadn't been quite sure that what she'd just done was right or if she should keep doing it. He knew this wasn't a good idea, but he found himself pulling his arms up to place his hands gently on the back of her head to kiss her back, pulling her towards him.

She was even more surprised that Kakashi was reciprocating her kiss, pulling her by the back of the head towards him. She pulled her chair closer to the bed to ease the discomfort of having to lean so far in to kiss him. There was something different about this kiss…ah…the facemask. It was a risky move, but she reached up to his face, tugging lightly on the fabric, asking permission to kiss his real lips. She wasn't sure he would let her. She'd never seen his real face, but her eyes were shut tight. She'd always wanted to see her sensei's face, but she couldn't help but wonder if it would be a bit disillusioning.

He complied, pulling apart for a moment to let her tug it down. The mask was down in a mere second, and before they both knew it, they were kissing again.

His lips were so soft and…hungry. The kiss had begun to turn into kisses, and he was devouring each kiss with a certain aggressiveness that Sakura found herself battling against. What was this aggressiveness?

He'd never found himself lusting after his student but after kissing her, he found that he couldn't help but want more and more of the young woman. From that point, everything else was a flash as the air in the room began to heat up.

Sakura found herself climbing out of the chair and on to the hospital bed as their tongues began to intertwine. She kicked her sandals off, and lsat on top of Kakashi, placing her hands above his head as she straddled him. The kiss only intensified as she climbed on him. With the girl hovering above him, and the kiss intensifying, he felt the familiar sensation of his pants tightening below him. This only furthered his aggressiveness as he pulled Sakura's lips even tighter to his.

Usually a calm and collected shinobi, there were some things that Kakashi had a weakness for. Engaging in any activity like this was his Achilles heel. Sakura and Naruto even knew when they'd defeated him by trying to reveal the end to Make Out Tactics for him. There was a reason he read the books so much. He was still just a man.
A few moments later, he freed his hands from the back of her head, allowing them to run slowly, and smoothly down to her shoulders. They rested there only for a brief second before he daringly moved them to run up and down her sides, feeling the curves of her torso. She had become a woman; a woman indeed.

They continued to kiss vigorously, and Sakura felt her skin tingle with goose bumps. Those hands. She could almost swear that he'd activated his Chidori. She could feel electricity shooting from his fingertips, sparking through the fabric of her clothing to her skin. The pink-haired girl felt almost no shame in thinking that she wanted more. She wanted her sensei to move his hands to other places than just her sides. She pulled her mouth away from the kiss for a brief second to let out a small mewl of pleasure, trying to egg him on to do other things with his dexterous hands. Their mouths reconnected instantaneously.

Kakashi didn't need for his former student to signal him twice. That sound. How could he resist? His hands needed no guidance as they made their way up to her breasts, cupping both for one glorious moment before he was squeezing them lightly. Who ever said more was better? The handful of flesh he was feeling now was almost pure perfection. The bulge in his pants was growing larger by the second, and any moment now he was sure that Sakura would be able to feel it press against her leg.

The pink pearls of her breasts were hardening under the touch of the master's hand, and she knew he hadn't even begun. A small groan escaped from her throat into his mouth, resonating between them. The girl couldn't help but respond to his touch. He removed one of his hands from her breast, the other taking a firm grip and making a circular motion through the fabric over her hardened nipple. Almost instantly Sakura felt shivers shoot straight down her spine as she felt his free hand roam down her naval straight towards the center of her legs. She shifted from where she was on him and—oh. She most certainly felt something pressing hard against her legs from where she straddled him.

She didn't have any time to think about it anymore as his fingers were suddenly stroking her lips, feeling the heat that was radiating from in between her thighs. Without hesitation she pulled herself up off of his bulge and spread her legs a little further. She needed to be touched. Needed. There was nothing more torturous than feeling his hand kneed at her breasts while her, now, wet womanhood was unattended too. There was no denying that Sakura was aroused; and their clothes hadn't even come off yet.

Kakashi stroked at the heat in between her legs tenderly, his index and middle finger making a come hither motion back and forth on her lips. His other hand was occupied with her breasts, but not for much longer. He released her breast, earning a groan of protest through the battle of their tongues. He could feel his entire body heat up at the sound of that noise, and he hastily grabbed at the zipper that was on the front of her shirt, pulling it down violently. The shirt was easily discarded to the floor, and his hand swiftly eased to the hook of her bra and undid it. The bra soon joined the shirt. Kakashi's eye finally popped open to take in the sight of her now free and bouncing breasts. Snow white and perky; it was the epitome of perfection, especially with her nipples so hard.

The kiss was forcefully pulled apart, and his mouth was soon sucking on one of her breasts as he continued to stroke her. Sakura let out a loud exhalation of air as his tongue made contact with her hardened nipple, swirling and sucking expertly. She felt as if she was on sensory overload. She needed a distraction. Or actually, Kakashi needed a distraction. Sakura's own hand removed itself from the side of Kakashi's head, where they'd been planted firmly till now. She made no subtle movements or hints as to what she was to do next, but it was quite clear to Kakashi. She pressed her hand onto his throbbing shaft through the fabric of his pants, rubbing up and down gently. This was not her first rodeo, though she would never admit to it. The man paused in his ministrations only to nibble on the nipple he was currently sucking on, eliciting another moan from Sakura as she stroked him. He was certainly…well endowed. She couldn't be entirely certain unless she saw it, and with the direction they were heading in, it seemed that it was bound to happen. She continued to stroke him, squeezing lightly every now and then to receive a small nibble back. This pattern didn't continue for much longer. Her breast was soon free of his mouth, leaving them cold and exposed. She suddenly felt his hot breath against her ear, as he whispered. "Your shorts are in the way, Sakura."

Sakura couldn't ever recall pulling her pants off as quickly as she did then. Flop! They were lying on the ground, along with her panties. She hadn't even bothered leaving those on. A wave of insecurity hit her as she realized how completely naked and vulnerable she was to her sensei, a flush rising to her cheeks. She looked away as he gave her body one quick sweep, slightly embarrassed. Everything melted away though as he threw his shirt off, revealing the most stunning chest she'd ever seen. It wasn't a surprise; with the rigorous training that the shinobi underwent each day, it was practically impossible NOT to be somewhat well-built. Kakashi had a good twenty nine years under his belt to achieve the body he had. It definitely showed.

He hesitated in taking his pants off. Those could wait till the last minute. His hands roamed back to their respective places. His fingers delved into Sakura's slit a bit more, anxious to explore now that the fabric was gone. She was positively wet and warm, leaving his fingers soaked as she merely touched her.

The feeling of his fingers on her skin was positively delightful. She let out a breathy moan as he fingered her, his other hand kneading at one of her breasts. She could feel her pulse everywhere, and especially towards her clit. His massaging began to cease and his fingers inched upwards till he finally pressed onto her swollen clit. This drew a sharp intake of breath from the kunoichi and he rubbed gently in circles as she bit her lip, trying to keep from making much noise.

The sensations that were running through Sakura's veins could only be summed up into one word: pleasure. The word couldn't begin to describe what she felt; it was merely a vague description of the thing she felt. She needed to distract him again or she would lose herself completely. Her hands instantly went straight back to his shaft and began to rub. This only seemed to agitate him in his work and he rubbed against her harder. She wouldn't let him get the best of her.

Sakura's hands instantly removed themselves from his member to his waistband, where she playfully hooked her fingers before shoving his pants off forcefully. She opened her eyes to peek and couldn't help but feel relatively pleased. It was much bigger than what she'd felt. That was more than a nice surprise. Her hands hastened back to his member, and with more control she rubbed up and down his bulging cock. This seemed to slow his pace down on her clit, but he wouldn't give up. Her efforts were fruitless.

Between all of this bliss their mouths reconnected to press more kisses and to intertwine their tongues. Kakashi suddenly halted and removed his hands to place them on hers. They were paused momentarily, and it wasn't till that moment that Sakura realized how heavily they'd been breathing. He removed her hands from his shaft and he held them, placing them in between themselves. "If you go any further, I'll finish." He spoke simply.

Sakura wasn't done yet. She looked him in the eyes, finally getting a full glimpse of his face. She couldn't understand why he hid it under the mask. Judging by the look in his eyes, he wasn't ready to be finished either. She lowered herself back to her original straddled position, their genitals finally making contact. His hands gripped tightly onto hers and she knew that this was just as much torture for him as it was for her. She grinded down onto him, and felt his entire body tense. Her hands lightly removed themselves from his and she guided them back to his shaft to hold before lifting herself up and positioning herself. She wanted this. She wanted this so badly. And he did too.

Wordlessly, she slowly lowered herself onto him, and her face contorted in agony as she began to adjust to his size. This was painful. Not as painful as she thought it would be. She was sure she'd broken her hymen when she was training, but still. This was painful…but yet oh so delightfully fulfilling. As soon as she was far enough down on him, she moved her hands to grip his shoulders, and opened her squeezed shut eyes to see Kakashi with his eyes closed, lips slightly parted. She was making him feel this good. Sakura Haruno, the good for nothing kunoichi a few years ago was making her sensei feel like this.

He bucked his hips into her after a moment or two, trying to get her to move. She was a bit shy, but she finally began to pump up and down, finding a rhythm that was comfortable. This was nothing like she'd ever felt before, and she could feel her insides tightening around him. She knew she wouldn't last long, especially since this experience was so new. Her breaths were audible, as were Kakashi's breaths. As she pumped, she could swear she could feel him grow a little bit harder.

Her insides were so tight, and she began to feel the insatiable need to release herself tighten in the pit of her stomach. Her grip on Kakashi's shoulders tightened and she began to pump faster. She felt him bucking into her and knew that he'd understood what was about to happen. A few more thrusts in and the tightening in her belly let go, her orgasm washing throughout her entire body.

Kakashi knew he was near release as soon as he felt Sakura's orgasm release all over him. He let out an audible 'ha' as he bucked into her once more, letting himself release into her as she slowed her pumping.

As their orgasms came to slow stops and they sat panting for a few moments, the realization of what had just occurred was dawning upon them both. Sakura's eyes widened as they finally opened, and she had to do everything in her power not to leap off of her sensei. She pulled herself off, and swiftly climbed off the bed, looking over at her sensei, lying their naked. They both stared at each other for a brief moment. What…what had just happened…?

"Sakura…I'm sorry…I—"

"No, sensei." She was dressing at lightning speed. "Don't apologize. Let's just…just forget about this. Please? It didn't happen." What had she been thinking…? Sasuke..Sasuke was supposed to be her 'first'. Something deep in her heart had always repressed the idea of sex with anyone else. But now…she couldn't help but have second thoughts. She was dressed in a matter of seconds. "I have to go sensei. I'm sorry. We have to forget about this." And she began to walk towards the door.

"Sakura."

She stopped dead in her tracks.

"Good luck."

The kunoichi's fists tightened for a brief moment as his words washed over her.

"Goodbye, sensei."

She was no longer weak.

A/N: It's been a long while since I wrote smut and this was a requested. Wasn't beta'd or anything! I just hope you enjoy it. I appreciate constructive criticism!