A/N: Set after the delivery of the data chip to Halsey in Sword Base, but before Kat's death. Don't care about specifics. This is actually a modified and extended version of a more.. PG version i wrote for some fanart I did. (check it out on my DA. night-eco) I wanted to write some nice fluff.

I absolutely adore Kat/Femme!6. Not enough out there. There needs to be MOAR. (that or Femme!6 and Jorge..)

Have fun. Both chars might seem.. a little OOC? I dont know. I felt like making them seem more human.

RnR. :)

Den Of Wolves

It was scared, It was terrified. Hell, it was absolutely petrified in fear.

And in an instant, it was dead.

The grunt's dead corpse crumpled as Noble Six released her hold, having just severed its spinal column. Stepping back, she surveyed the area.

"Tango down." Kat said through her com.

"Back to base then." Six confirmed. Moments later she and Kat sat in the front seats of a Warthog personel vehicle with Six at the wheel.

The conflict was a small one, interrupting the day or so of down time they had before they'd be thrust back out into the field to push back Covanent assaults. There was only need to send a Spartan or two to get the job done so they sent Kat and Six. The two were quickly forming a deadly team, each covering the other's back when they weren't with the rest of Noble.

Arriving back at base, Six parked the Warthog in its respective garage and they rode an elevator up a few stories to their quarters. In the room, they found Carter and Jorge sitting around a table playing Poker, with Emile off to the side sharpening his kukri. Carter was of course losing, finding it nearly impossible to read Jorge's tells. In the back, Jun was dismantling and cleaning his rifle. He performed that ritual every night and could practically do it in his sleep. Noble greeted Kat and Six, former of the pair taking a seat on her bunk. Six carried on back towards a door.

"Going to wash up." was all the Spartan muttered, helmet in one hand as the other combed her oily blond hair. Kat glanced up just as the door shut behind Six.

Inside, Six examined herself in the mirror. Dark rings had formed around her vivid blue eyes, a clear sign of lack of sleep. She'd had maybe a few hours total in the last few days. White-blond hair clumped together with oils and dirt from battles upon battles. With her fingertip, she traced a long scar down the right side of her face that stretched from her temple to her jaw.

Now she began to remove her armor, first releasing the locks along her gauntlets and bicep guards. Then came the chest plate, the large solid construct giving her the most relief as it gave way. Oh how light she suddenly felt. Gradually she removed the rest of her armor until only her under armor and boots remained. Even those were stripped and set aside until she was completely nude.

The mirror told her stories yet again- skin scarred or distorted in some manner in a few places, with several other scars dotting every few inches. She'd manage to collect a few hundred, having long since lost count. Finally dressed down, she made her way to the arched shower head on the tiled wall. With a turn of both nozzels, steaming hot water burst from the top and over her body.

Each drop felt rejuvinating, yet as she relaxed into the stream she began to feel tired- weak even. Since her deployment into Noble Team, it'd been nothing but fight fight fight. Their first encounter with the Covanent hadn't been pleasent, and only heralded more bad news that seemed to stream in with each passing hour. The shitstorm was in full force and snowballing, cascading out of control. Before long, Reach would fall.

Six knew it.

But still, today was just another hard battle fought and won. She didn't often look back on her actions. Instead she thought ahead, thinking of ways to gain the upper hand against a far superior opponent. At times such thoughts made her feel less human, like each kill somehow stripped away a little more of what made her sane.

Now there was just the water, hot and revitalising as it poured down upon her. It took away those thoughts, washing them down the drain with the dirt and dried flakes of blood. She began to think, reflecting back on life. With such silence, there wasn't much else to do but ponder.

There was her childhood, two loving parents taken away during a covanent strike. She couldn't even remember her homeworld. Not that it mattered now of course. There was nothing left there to go back to. With her family gone, she became an orphan, vengeful against the aliens that took from her something dear- love.

Then there was basic training. When the men in suits showed up at the orphanage to take her away, she gladly went. The fires of hatred burned in her heart. That fire only fueled her behavior. Once upon a time her commander had driven her to the point of insubbordination. A swift right hook to the mans jaw left him with a reminder of why she was there, and a broken jaw.

Then.. Well, then there was the procedures. Augmentation, as they called it. Every Spartan endured them. Some didn't make it, the weak ones with weak wills to fight a war they had no place in. But she'd made it through, endured. Six shuddered, remembering the cold metal beneath her adolescent feet as she treaded down that long narrow hallway. Her spine crawled, remember the feeling of the cold as it nipped at her freshly shaved scalp, temples flaring as she clenched her jaw in anticipation. Gently she rubbed at the back of her neck, feeling the skin that had been permanently imprinted.

Jen-S312. She wasn't Jennifer anymore. She was just cattle, an item with a barcode.

Then she recalled the cold operating table, sitting on its surface before imprinting a chip into a slot and laying down.

Needles, injections, drills, chemicals, drugs.. Pain..

So much pain.. it made her flinch, leaning against the wall behind her as she wrapped her arms around herself. Her skin crawled, her eyes burned, her head ached.

That day was the last day she would ever feel fear again.

Except, until now..

The pain of the memories subsided, and something bit at the back of her mind- Something naive and childish and innocent. They were fighting a war they simply couldn't win. The Covanent would surely succeed in destroying all Humanity in the interest of their great journey. All that would remain would be shattered citadels and towering wreckage. Corpses and bones and remnants of a society whiped clean from the Galaxy. They wouldn't stop until every last human was crushed beneath their feet.

Even now, leaning against the cold metal tiles of the washroom, she couldn't shake that childish fear.

A sound startled her, beaking her concentration. The door had opened and closed. Ancitipating it as being one of the men, she instinctively turned to face the wall, but was suprised when she heard a female voice.

"Carter wanted me to make sure you alright and not doing something stupid."

It was Catherine, or Kat as everyone simply called her. S-320 to her superiors. She was just cattle like the rest, branded for ownership by the UNSC.

"Like what, exactly." Six replied, half interested.

"Hell if I know." Kat retorted. For a moment she stared at Six' armor hanging from the hooks along the wall. Slowly she began to remove her own. Six paid little attention, idly washing. On the outside, she seemed calm and collected. But inside, a battle waged to fend off the fears. Somehow those emotions creapt to the surface, cerulean eyes admitting the painful truth. Kat noticed, stepping up to join Six at the adjacent shower head.

"Something the matter?" Kat could see the suffering in Six' eyes, a look she'd never seen the Spartan with before. In a way, Six looked defeated.

"We fight and fight, but for what? To lose to those alien bastards?" A pause, as if to think- "We're losing. No one wants to admit it, but our time is running out." Six leaned forward against the wall, forehead against the metal as she stared down at the water swirling around the drain.

"What makes you so sure of that?"

"I'm not. Call it a gut feeling."

"Is that so? Well, I wouldn't worry. Dr. Halsey might be a bit of a handfull but something tells me that datachip we recovered is paramount... She seemed pretty hellbent on retrieving and protecting that package." Kat said, half muffled as she raised her arm to scrub her side.

"We can only hope." Six' mood rose a little, turning and giving the faintest smile to Kat. Her heart leapt momentarily, which took her completely by suprise. She'd showered with other female comrades before, so what caused the tightness in her chest?

At that moment, Kat looked... gorgeous. From her short cropped hair, to her strong toned figure, to her almost out of place prosthetic arm, Kat was beautiful. Even the dozens of scars couldn't hope to subtract from her appearence. Six tried to pry her eyes from the Spartan's dark body, pondering the punishment for such transgretions. Then again, the UNSC had bigger things to worry about than her desires.

Kat noticed the almost probative stare, raising an eyebrow in curiosity. "I'd say you were undressing me if I weren't already naked." She joked, taking the whole thing in stride. Six seemed to snap back to reality, face flushing red all over as her ears burned. With a soft chuckle, Six watched curiously as Kat approached. As naturally as two lovers, they embraced. Six' heart rose into her throat and anything she dared say got stuck with it.

Each wound their arms 'round the other, foreheads gently touching before their lips in a kiss. It felt neither right nor wrong now- just comforting. Six wouldn't admit love, even lust. Because to feel those emotions endangered the entire mission. But for now she desired that contact, to be close to another. The kiss broke and Six found herself hiding her face in the nape of Kat's neck.

A minute passed, Kat listening to the hot water as it echoed like rain on a warm summer evening. The quiet patter against the floor softened almost into melody as she found her grip Six tightening until their bodies made contact. Six brushed her lips along Kat's neck, soon planting little kisses up and down its slope.

"Stand down Leuitinent." Kat interrupted, sounding more amused than angry.

"Or what? Gunna throw me into the Brig?" Six challenged, her arms draped around Kat's shoulders as she leaned back to make eye contact with her superior.

"I may just have to." In an instant, Kat had Six against the wall, Cybernetic arm pinning both of Six' hands to the wall above her head while she held her other to Six' mouth. With one finger, she traced the contours of her lips, down her chin, neck, between her breasts then finally around her side to take a handful of Six' buttox. Six fidgeted in response, only half fighting her captivity.

With all the force and passion she could muster from years of lonliness and seperation, Six planted a deep kiss on Kat's lips. Eyes shut, Kat returned the favor and loosened her grip on Six' wrists, but still held them high. Like water, she hefted Six into the air, and Six instinctively wrapped her legs around Kat's waist. All the while their kiss flared and blazed wildly, lips seperating as tongues began to battle for control. Six was the first to admit defeat with a soft whimper of longing.

For a moment, things simmered down, just long enough for their eyes to make contact once more. Wordless, Kat beckoned with the most sacred of questions. Six responded just as wordlessly with a vivid blush and a subtle nod. Kat took the initiative, supporting most of Six' weight with her cybernetic arm. Six was light, by Spartan standards, and with the added strength from the augmentations it was quite easy to do so.

Six felt anxious, even a little afraid. Why, she didn't know. Perhaps in all honesty, she'd never stopped to even consider that she was still a virgin. The realization hit like a ton of bricks and only fueled her desire for contact that much more. Throughout her life, she'd never pursued sexual contact. Spartans were only encouraged to fight, never this. Kat noticed Six' sudden change, eyes practically burrowing into the deapths of her comrade's conciousness to reassure her that everything was going to be alright. It had worked because seconds later, she felt Six relax in her arms.

Releasing Six' arms with her left, she felt along her curves until she arrived as the apex of her lower back. Drifting lower and lower, her fingers found the supple warm folds of Six' femininity. With a single touch, Six flinched, but not in fear. Easing up, she let Kat do all the work, and Kat did so expertly. Her caress was gentle, delicate as if handling a brittle flower.

Back and forth she stroked, encouraging and eliciting subtle whines from Six as she worked her magic. Now she dared enter, probing the dark warm confines of her now lover. Six curled her toes, every nerve firing like lighting up her spine. The hair along the back of her neck bristled, body shuddering. She clung as Kat moved closer, pressing more of her back to the wall and lifting simaltaniously. Six gasped, eyes shooting open. A sense of both pleasure and pain overwhelmed her.

Kat didn't stop, only exploring deeper. One, now two digits plucking at Six like an instrument and rubbing gently, Each finger burried to the knuckle and back. Now the water flowed crimson-pink, swirling around the drain before vanishing into nothingness. Six relished the sensation, embracing every subtle aspect of the experiance like it were her last. In a way, the pain excited her, like some depraved masochist.

Six craned her head to one side, mouth agape to whisper sweet words into the void. Kat nipped at the Spartan's neck, teeth grazing with the touch of a summer breeze. Every hair stood on end, both giving another shudder as Six felt all her muscles begin to recoil. She was close, calling Kat's name softly when she delved deeper into unexplored territory.

Six bit her lip, all at once the lights blurring and become stars before her eyes as her heart threatened to beat from her very chest. Then came weakness, nerves tingling with the conclusion. She mourned its completion, wishing it would go on and on and wishing she didn't have to leave the solitude of Kat's embrace.

Their lips met in another kiss, each parting as their eyes locked once again. Six wanted to speak, but what could she say? Words eluded her, and her throat refused to produce anything more than a small sound as Kat shushed her.

"No need to thank me." Kat was smiling, blue eyes filled with all the love and affection in the world.

"I wasn't going to.." She still wanted to say more, but her mind was reeling and couldn't stop to process much else.

A knock came at the door, a voice calling their names.

"We should.. wrap this up and get dressed. No telling when they'll need us again.." Kat cleared her throat, gently setting Six down on her feet once more, only to have to catch her as her knees buckled.

"Ya.." Six swallowed, finding the composure to stand upright. "Permission to be dismissed?" She said with a smile.

"Permission granted." Kat couldn't help but laugh, watching as Six took down a towel to dry off. She turned off the water then followed Six to dry off as well.

Some ten minutes later, the pair emerged from the washroom in full gear. They shared a look for a brief but exhillarating moment, emotions burning like a wildfire between them as they went about their business checking firearms and readying themselves for whatever came next.

Now, more than ever, Six was ready to face her foes- for humanity.

For Kat.

A/N. Hope you liked. Thanks for reading. There'll be more like it in my fic MEHalo:Evolution when I get there.