It was almost quarter after twelve in the morning but Maka was sitting on her bed staring up at the ceiling unable to fall asleep. She had seen Soul talking to some girls earlier that day and it drove her insane. All she had wanted to do for the past year is tell Soul that she loved him.

Maka was completed mystified as to the reason why she was having such problems announcing her feelings. After they had been partners for quite a few long years and they knew everything about one another. Maybe that was the problem though; she would never want to risk ruining their relationship as friends.

Maka once again glanced at the clock for what seemed like the millionth time that night. It now read 12:35am and she sighed, "All I have to do is just keep avoiding him and everything will be fine."

She sat on her bed for a few more minutes then decided to go into the kitchen, hoping to distract herself with some food. As she walked past Soul's room she could hear him snoring lightly. Food forgotten, Maka slid down the wall next to his door and let her mind wander about all the possible out comes of telling him the truth.

The way she saw it, there were only two distinct possibilities. First, he could return her feelings and everything will continue the way it has been with some 'perks'. Second, he would flat out reject her and want nothing to do with her anymore.

Maka sighed once again, "this is going to drive me crazy."

"Tell me about it, you're driving me crazy with all your sulking and mumbling going on outside my door." Soul said as he poked his head out of his room yawning.

At the sight of Soul, Maka gasped and couldn't hold back the intense feeling within his gut. She couldn't believe she was getting so excited over just seeing him. Taking in Soul's appearance, with his shirt off and only his pajama pants on Maka looked away at once with a blush rising up her face.

"What's the matter? Never seen such a cool dude before?" Soul asked while stepping into the hallway.

"Yeah right, like anyone would want to look at you." Maka mentally cursed herself for once again not saying what she really meant.

"Well fine then, if I'm such an ugly person then why are you blushing?"

Now this definitely caught Maka's attention. Had she really been blushing, or was Soul just trying to get under her skin?

"I am not blushing, I'm just hot and I can't sleep." Maka said while lifting herself up off of the floor.

"Go back to bed and I'll bring you some hot tea to relax your nerves then."

Nodding Maka went back into her room and tucked herself back into bed. After a few minutes Soul returned and sat on the side of her bed handing her the tea he promised her. "I bet you didn't clean up the kitchen did you?"

Internally groaning, Soul smoothly covered for himself by saying, "I figured since it was so late that I would just do it in the morning."

Maka looked at him skeptically but decided to keep her mouth shut. It wasn't everyday that Soul acted so gentlemanly, and besides she could always yell at him in the morning if she needed to.

Blair suddenly jumped onto Maka's bed and transformed into her sexy human self, wearing nothing but her skimpy pajamas. "Blair! Can't you wear normal clothes for once in your life?" Maka yelled.

"Oh Maka, you're just jealous because your not as mature as I am." Blair said as she grabbed Soul's face and shoved it into her chest.

Soul immediately got a nosebleed and Maka's jealousy was rapidly growing. "That's it, if you two are going to be staying in my room, then I'm going to go sleep in Soul's room."

"Maka wait!" Soul was about to get up to go after her but Blair sat on his lap to keep him from moving.

Maka sat down on Soul's bed and fell over so she was facing his wall. As she closed her eyes, realization dawned on her. She couldn't believe she was being so bold as to be sleeping in his bed instead of her own. She grunted and laid face down with her face shoved into Soul's pillow. Everything smelled just like him and she couldn't take it any more. The feeling in her abdomen came back and all she could was gently rub herself and let out a small moan whispering Soul's name.

From the doorway Soul chuckled and walked into his room. He couldn't believe how attracted he was to Maka these days. He always found her kind of cute, but over the past year or so his feelings intensified. Just standing at the doorway watching her try to sleep in his bed was starting to turn him on and make him get a little hard.

Soul smiled his toothy grin and walked over to his bed to lie next to Maka. "Hey, why are you so stressed lately?"

"None of your business, just go away Soul." Maka said into his pillow.

"Incase you failed to notice this is my room and my bed, you have no authority to tell me to leave." Soul whispered in her ear.

His hot breath on her ear was once again almost too much to handle and she felt herself starting to get wet by just being this close to him. Flustered Maka suddenly rose from where she was laying and tried to get past Soul so she could make her way back to her room and relieve herself from this feeling.

As she made her way to the door, Soul came up behind her and turned her around. As she gasped he pushed her against the wall, and spoke into her ear with a husky voice. "Maka, where do you think you're going?"

Taken aback by his sudden outburst she mumbled, "B-back to my room, so I can get some sleep."

"I don't think so little missy, do you know how long I've been waiting for you to be in my room like this?" At this, Maka's eyes widened in shock. "Yeah right Soul, stop kidding around and let me go."

"Damn it Maka, I'm not kidding! For about a year now I've been sitting around, waiting for you to finally realize that I love you!"

"How could you possibly love me? I'm just a flat chested girl, who is 'uncool' and has fat ankles!" Maka cried out with tears coming to her eyes. "Why don't you just go and be with Blair, you seem to like her better anyways.

"I don't want Blair Maka, I want you." Soul said with a deep intensity showing in his eyes as he tried to make Maka understand. "Do you remember how I told you that I am a weapon and I am always prepared to die for my meister?" Maka just looked at him and nodded weakly. "Well I wouldn't do that for just anybody you know, only a person that I really care about and love."

"Yeah right Sou-" Maka was then cut off by hot lips against her own.

At first Maka just tried to push him off of her, but it was clear that he was definitely the stronger of the two. After realizing this was real, she gave in and returned the kiss with the same intensity that he had.

He licked her bottom lip, begging for entrance and they soon started battling for dominance. His hand started to snake up her shirt, happy to find that she had not been wearing a bra. He cupped her breast and started playing with her right nipple. She gasped and turned her head to the side allowing him to start sucking and nibbling at her neck. His hand shifted to her left nipple spending an equal amount of time with both breasts.

He shifted his position so he was able to pick her up and move her to the bed. Once he placed her down they continued right where the two left off. He started to attack her lips once again, then moved to pull down her pants. Then his hands started playing with the fabric of her underwear. As he rapped his fingers under the fabric to pull them down Maka started to pull away.

"Soul are you sure this is okay?" Maka asked with her face flushed red.

"Do you trust me?" She nodded. "Then yes it will be okay."

With one quick movement Soul was able to smoothly pull down her underwear, revealing her sweet slit. He gingerly moved his fingers and started playing with her clit. At this she gasped. "Oh you like that huh?"

Maka simply nodded. "Tell me you like it Maka, I want to know what you want."

"I-I like it Soul, I want you to do it harder."

At her request he slid his fingers in to her vagina and started pumping his fingers in and out, getting faster with each sweet moan Maka let out. As he was distracting her, Soul reached into his drawer to pull out a condom.

Maka was in complete bliss and didn't think things could get much better until Soul pulled down his boxers revealing his rather impressive member. She watched as he put the condom on and could feel herself get even more horny.

"Are you sure your ready for this?"

"Yes, I want to feel you inside me so much Soul."

"If it starts to hurt tell me, okay?" Maka once again nodded in response to his question.

Maka let out a bone-chilling scream as he entered her. Soul instantly stilled his movements and allowed her to get used to his size. After a minute he noticed her relax and asked if she was okay.

"Yes, I'm fine." Maka replied with tears in her eyes.

Soul first wiped the tears from Maka's eyes, and then slowly started moving his hips back and forth allowing him to thrust into her.

"Faster Soul!"

He responded to her plea faster than one would have thought possible. He stated to pull out farther, then thrusted into her with a great intensity. Maka let out several moans that just made him want to keep going faster and faster.

He could feel her tighten around him and then she moaned in satisfaction, arching her back as she had an unbelievable orgasm. At the feeling of her climaxing, Soul quickly came.

He gently pulled out of her and lay down on his back allowing Maka to rest her head on his chest. She started tracing along his scar, and Soul grabbed her hand.

"You're not still worried about this are you?" Soul asked with a worried look clear in his deep red eyes.

"No, because now I know it was because you loved me, and not because it was your job to protect me."

"Good." Soul said resting his head on top of hers.

"Hey Soul?" Maka asked looking up at him.

With his eyes closed, Soul replied with a simple, "Hmm?"

"I love you too." She saw him smile his world famous toothy grin.

"I bet, but not as much as I love you."

This is my first mature story, but please review and let me know what you thought.