The sound of clashing metal and heavy panting was the only thing heard throughout the training grounds. They had been going at it for over 3 hours and both were exhausted, but neither one wanted to be the first to give up and a draw was not an option. The blond was confident that he was going to win this one, having landed several blows on Sasuke in the past few minutes. He smirked slightly, thinking he had the upper hand, but as soon as he threw his punch, a puff of smoke was seen. His vision was blurred for a few seconds but as soon as the smoke cleared he was face to face with coal black eyes and a kunai to his throat.

"Dammit! I was sure I had you this time!"

Sasuke scoffed

"In your dreams Dobe, you'll never beat me,"

He lowered his kunai and began walking away

"Hey wait up!" Naruto ran over to Sasuke

"Um..Do you want to get some ramen or something?"

"At 2 in the morning? I don't think Ichirakus would be open this late, even for you,"

"Not at Ichirakus, I ment at my place! Whatdya say Teme?" the blond flashed an award winning smile

"No," Sasuke turned and began walking away

"Fine! Then can I come over your place?"

The raven stood for a few seconds then shrugged and started walking, giving Naruto a silent command to follow him.

When they arrived at the Uchiha district, Naruto immediately flopped on the couch and sighed.

"Yeah sure, just make yourself at home," Sasuke said with obvious sarcasm.

The blond only stuck out his tongue and continued to snuggle into the couch. He looked up and saw Sasuke standing awkwardly by the stairs. Naruto motioned for him to come over to the couch. The raven only rose an eyebrow before walking over to the couch. He was about to ask what the idiot wanted, but he was tugged down on top of the blond before he could open his mouth. His face turned bright red.

"What the hell Naruto?!" he shouted struggling against the other boys chest

"You looked tense, so I decided to lighten things up a little!"

He only hugged the raven closer then flipped them both over so that Sasuke was on the bottom and the blond was snug against his chest. Naruto took the blanket from the top of the couch and threw it over both of them. The color never left Sasuke's face and he still felt awkward, but decided to get comfortable anyway. He wrapped an arm around the smaller boy's waist and moved around until he was comfortable with the bundle of Naruto on top of him.

"Don't you think this is kind of..odd?" the raven asked.

"No, why would it be? We're best friends!" the blond smiled down at him.

"Yeah but.. we're pretty much cuddling.." Sasuke said, his blush deepening.

He received no response. They layed together in silence for several minutes before Naruto started squirming. He was switching sides and moving side to side trying to get more comfortable.

"Dobe, what are you doing? Stop moving around so much,"

"Hey, it's not my fault your not soft!"

The blond moved his knee a bit to the left but froze when he heard a gasp. He looked down at Sasuke who's face was even redder then before and now his hand was covering his mouth.

"Sasuke? Are you okay?" He said worriedly, he was afraid he had hurt his friend

"Y-yeah, fine just.. stay still, okay?"

The raven tried to calm himself down, Naruto had moved his knee and rubbed against his crotch. He was ashamed to say that it had felt extremely good, and couldn't stop himself from thinking what else the blond could do. He shook his head to rid himself of these thoughts. He couldn't think these things about Naruto! He was his best friend, and a boy at that! But it was too late he was already beginning to get a hard on. He tried shimmying himself so that his hips weren't touching any part of Naruto's body.

"Are you sure your okay? Your face looks kind of warm, are you sick?"

The blond sat up so that he was sitting right on Sasuke's hips and put a hand on his forehead.

"Wow your head's really hot, do you have a cold? Maybe we shouldn't have trained so late and stayed out when it was freezing," Naruto made a concerned face

"I'm fine!" The raven smacked his hand away, sat up and got of the couch after pushing the blond off of him.

Naruto was staring intently at his shorts and it took Sasuke a while to figure out why, but when he did he immediately panicked and tried to cover himself.

"I-I um.. it's not what you think! I just, its uh…" he didn't have an excuse for the boy as to why he was aroused.

"Sasuke, whats wrong with your pants?" Naurto cocked his head to the side

The raven just looked at him, halting his efforts to try and cover himself up.

"You uh, you know what this is right?" he motioned to the front of his pants, blushing.

"Yeah, that's where your… you know.. but why is it suddenly so… noticeable?"

"Well, um, have you ever been aroused?"

"A what?" the blond blinked at him, completely lost

"You know.. when you get, like, happy?" he didn't know how else to word it.

"Oh! Yeah sure! I'm happy all the time!" Naruto nodded in understanding.

"No, I don't think were talking about the same thing. Okay I'll just say it, have you ever been horny?"

The raven looked to the side not wanting to make eye contact right now, hoping that Naruto would understand what he was talking about. And apparently he did because he immediately turned bright red and started stuttering incoherent words.

"U-um no, I actually haven't, but I've heard about it from pervy sage…" The blond was looking anywhere except at Sasuke

"So.. you need help right?" he glanced at the raven.

Sasuke's eyes went impossibly wide and it was his turn to start stuttering.

"W-what do you mean? No! I-im fine, it's fine, I don't need any help,"

"But pervy sage says that when boys get like that they need help to get rid of it, it's okay I can help,"

Naruto got up and moved too close for comfort next to the raven.

"Wait! What are you doing! Stop!" the raven felt so awkward with his best friend about to help him get off.

"it's fine, I'm not really sure what im supposed to do, but I have an idea… I think,"

The blond got down on his knees and started undoing Sasuke's shorts. Once he got open the button and zipper he pulled them down and placed his fingertips inside the ravens dark blue boxers. He slowly pulled them down until he came face to face with Sasuke's erect member. Meanwhile The raven was in complete shock seeing the small blond on his knees before him about to suck him off.

Naruto took a hold of the member in front of him and started stroking up and down slowly. Sasuke moaned lowly but quickly bit his lip to stop his sounds. The blond started going faster and after a few seconds flicked his tongue across the tip. Sasuke gasped, and when Naruto took the tip into his mouth and sucked hard, the raven's hands flew into blond locks and tugged hard. Naruto groaned and the vibrations sent shivers through Sasuke's body. Slowly the blond started taking more and more of his friends member into his mouth until it hit the back of his throat. He almost gagged, not used to having something so large in his mouth before, but quickly relaxed his throat and started moving back and forth.

The raven was still in shock over what was happening, but that feeling was quickly overtaken by pleasure. He was gasping and moaning and when Naruto made a particularly hard suck his head fell back and his mouth hung open. He felt himself getting closer and closer to the edge, the younger boy had a talented mouth and was driving him crazy. The boy on his knees started sucking and moving his head faster, and when Sasuke felt he was about to explode he tried pulling his friends head away but Naruto refused and kept sucking. Sasuke threw his head back and gave a loud moan, he came inside the blonds mouth, who pulled his head back in surprise, but swallowed what was in his mouth anyway. He licked his lips and looked up at Sasuke who was panting and sweaty. Naruto stood up and pressed his lips against the taller boy's, who kissed back on instinct, the raven licked Naruto's bottom lip, and he opened his mouth to grant Sasuke access. He could taste himself in the other boys mouth as they wrestled with their tongues, neither one of them willing to give up dominance. They pulled away, now both panting, and Naruto smiled at Sasuke who blushed.

"I like you," said the blond, nuzzling his face into the ravens neck. The taller boy put his hand in the golden hair and smiled

"I like you too,"