When I first stared this fanfic I wanted to be the first writer and yu-gi-oh 5ds fan to do a R story with Rex Goodwin and Yusei Fudo and I still hold that clam for I still can't find any you-gi-oh fanfics of Rex Goodwin that are rated R. Originally the story was going to be a very hard sex tail but I later changed my mind and took that out but I did keep the sexy talk so the story should still get you pretty wet.

Disclaimer: I don't own yu-gi-oh 5ds.

Sighing deeply and panging the bridge of my noses right between my eyes as I walked through the halls of the security building were I worked heading towards my office. It was near midnight and I still had a burden of work to do including a meeting in two hours with the mad hippie Professor Zigzix. Mina was gone and Lazar was busy else where and I couldn't daily this confronts. I was tired even my spirit felt exhausted, my back was hurting too starting between the shoulder blades and going up and down my spin leavening the muscles in my shoulders and neck feeling sour and stiff. My head also pounded I could fell the veins throbbing right beneath my temple.

Sighing again deeply I mused over the profound thought that I was getting to old to being pulling all nighters.

Turning the last corner that lead to my office I looked up and found a rather odd surprise. Standing just before my office door with his back pressed up against the corridor wall and his arms crossed over his chest with the bottom of one foot pressed against the wall and his head down was the renegade signer Yusei Fudo. My curiosity stirred a little at seeing him here standing in front of my office in the middle of the night. Walking down the hall I saw him rise his eyes and turn them in my direction unfolding his arms to hang at his side as I approaching him. Spreading a pleasant small across my face I folded my hands behind my back and stopped just in front of him.

" Now Mr. Fudo what brings you here at this time of night?" I asked in a sincere voices. His eyes narrowed at me as he opened his mouth to speak. " I need to talk to you now in privet." I cocked an eyebrow at his request but kept my small. Walking forward I opened my office door. " Why of course Yusei. Please come in." and waiting for him to enter first.

He entered and I followed after shutting the door softly and turning on the lights. I walked over to my dusk and pulled out the chair and dropped in it with a thud sighing in the pleasure of getting off my feet. Pulling my chair up to my dusk and propping my elbows on it's cold hard surface I looked at the dark haired signer and asked politely of what would bring him here to the security building at this time of hour. He stood vary still in the center of the room only a few feet from me his eyes shadowed by his long bangs, I show him take a deep breath and sigh heavily before speaking.

" I need to ask a favor of you." I raised my eyebrows this was indeed a surprise. " And what mite I ask is the reason for such a request?" I asked with a bit of high self esteem in my voices. I saw him take a other deep breath before starting. " Do you know about my friend named Kalin?" I thought back the name did sound familiar from somewhere, Kallen, Allen, Kalin he was a former dark signer from Satellite. Yes I replied and listened as the boy proceeded.

" I'm sure you know about Crash Town by now so I won't have to elapuret on that much. Many people where there hurting others and doing bad things and Kalin and me put a stop to them and the polices had them arrested and the town was restored to order but on the night prier to this one we were told that Kalin was arrested by the authorities and we just learned today that the judge is scenting him to a year in the Facility and I was hoping I could perused you in to lowering it or pardon him. He's been through a lot."

I scoffed a plea bargain. " Now Yusei Kalin was a asserted with one of the gangs that was sending people to there doom in the mines and there is evidence to hold him to that and you know this Yusei, besides twelve mouths in the Facility is more than reasonable considering this isn't his first crime." I told him as I leaned back in my chair.

His eyebrows kitted together as he shouted. " Last time he was in the Facility they treated him horribly Kalin nearly dead!"

Anger flared up inside me as I listened to this satellite shout at me in a questing tone as if all his friends mistreatment was my doing. I shouted and sapped at him. " That's enough the treatment of your friend was a misfortune but not any longer there are new guards and employees at the Facility your friend will be safe there. Besides what gives you the idea that I could get him out of the predicament that he's in anyway."

The boy's eyes darkened at me. " I know you have the authority Goodwin, you command all the security and police forces, all the judges and court staff take orders from you. One little phone call is all that's needed to get Kalin out of there and you know that so stop playing!"

I smirked proudly at the raciness Yusei gave to my power as I rose from my comfortably chair and walked to stand in front of the large glass window that over looked the security contact station. And what makes you think that I would extend such a privilege to you." I replied in a smug tone. I hared him breathing deeply from his places behind me before he spoke.

" If you won't offer a favor then would you take an exchange?"

I looked over my shoulder in his direction and saw an even stronger look of determination on his face then before. " I don't have much money so I can't offer you that…" " Not that I need it." I cut in. " Then how about my runner or if you really want how about my Stardust Dragon." I turned back to look through the glass his tributes were indeed interasning but nothing that thrilled me, I hadn't dueled or been on a runner in more then ten years and felt no desire to do so again.

A silky wicked smile crossed my lips as I declined his offers, it wasn't my intention to be so callous but it wasn't my places to be taking bribes in exchange for favors. The room was silent for the longest moment and I had thought the boy had given up till I felt a pair of arms wrap gracefully around my waste and a warm presents phrase against the center of my back.

With out turning to look I know it was Yusei who had embraced me from behind I could feel his face against my back. In a plain tone I asked of his motive be hide his acthens. Through the thick fadrick of my closes I could feel his hot breath as he opened his mouth to answer.

" I came here tonight with full intent to begg and butterup and if that mines throwing away my proud to protect a friend then I'm not above doing it."

In a way it was exoitc hareing someone as strong as Yusei was sacrifice his proud and surrender to my power, it thrilled me deeply. I continued to feel more of Yusei's warm breath through my closes as he reasted his forhead between my shoulder blades but it wasn't long before he spoke agine.

" If…if you wanted take possession then would you take pleasure?"

I cocked an eyebrow at the last words of his sentence. " I'll make love to you right here and now if you went." He side softly as he unwrapped his arms from around me and took a stap back.

I was stund and turned to question the depth of his words but on faceing him he quickly captured my lips with his own. The kiss was innocent his lips just barely open over mine, soft and full and still moiset from being preasist in to my back. The kiss ended and the signer staped back and I saw he'd had to stand on the tips of his toes to reach my mouth.

I was siltly confused and stuned and hot under the coller but I lat none of it show instaed I drow my brows together and straighted my mouth and stared down at him. " And pray tell what you were thinking when you did that?" I raplied in a hard voice. He looked up in to my face with the corners of his lips turned up in to a half smile a look of victory siltly laced his expression. " I think I'm trying to save my friend." The raven haired signer replied in a strong tone to conter my hard one.

" By saleing your flesh to me like some whore!"

" If that's what you want to call it then yas."

I growled and looked away with my hands clasped handsomely behind my back. " And again what makes you think that I'd exchange favors for sex?" I asked bitterly. " Honestly…" I haerd him say… " I don't know, I came here wanting to save Kailn I guass I acted with out thinking one of my flause I'm told but I do know that you're a man like any other and even through there are some years on you I know there still is passion inside you. A beast growling for conquest and hungery for pleasure." I had to smile for he wasn't far from the truth.

Chuckling lightly I closed my eyes and turned to the side a bit more. " You know Yusei your not the first parson to come to my office batting there eyelashes and swinging there hips making promisess of thrashing the sheets for a simple security privilege and I never extended one to them no matter how tempting it was so what makes you so spacial."

" Will…" I haerd him say in a soft even voice. " Will if it's any valuable to you I'm a virgin, if you agree you'll be my first."

My eye's shot open and gazed in the direction of the signer. His face was tilled siltly down with his eyes hiden out of view by his hair and a light red blush across his cheeks. " Do you really think that my flesh between your lags will bring me pleasure." I side arrogantly. The room was silent agein ethere of us moving or looking at the other when from the corner of my eye I caught sight of the boy inhale deeply and exhale with a sigh.

In a deep sturn voice the signer spoke. " Then how about something to wet your appetite then you can make the decision if my flesh well bring you pleasure." Gasping I turned fully around when I saw what he was attempting to do. Watching with wide eyes I saw him began to undress.

Starting with his gloves and boots he pulled them off and sat them nitely by my desk he then moved on to more dramatic article of close. Rolling his shoulders and arching his back his denim jackit fall right off and landed on the floor by his feet he then crossed his arms over his midriff and hooked his fingers under the hem of his fashionable firm fitting black and red sleeveless shirt and pulled it over his head. Shaking his head to get his hair back in places he droped the garment over his shoulder and then reached for his belt buckle.

The sound of metal clickes and thick material seemed to echo around the room and die out all the other noise as I watched the signer's nimble fingers worked away his modesty till all the bindness were undone. He then pushed his pants and the remaining article of clothes down his hips were he pulled one lag at a time out of them and tossed them to lay by his boots.

Standing fully naked now he took a step back till he was pressed up against the edge of my desk, placing both palms flat on the surface he lefted himself up off the floor and on to the desk pulling himself back till the edge of the furnishing was touching the back of his knees. Leaning back siltly supporting himself with his arms so his uper body was at a slit angle he then slowly almost teasingly opened his lags wide putting all his treasuers on showcase.

I stared running my eyes up and down his figure indulging my self in his privacy. He was indeed a pleasure to look at I wouldn't lie there wasn't anything displeasing about what I was being showen. His face was undoubtedly beautiful with it's sharp figures and full lips, his eyes were also quite breathe taking large and deep indigo blue with long black eyelashes to frame them but it was his body that received most of my attention.

From beneath his chin to the bottoms of his feet I admired him. He was tall with an athlete's body. His shoulders were broad and his chest was wide as it narrowed just slightly into his waist. His lags were long and fit and attached smoothly to his slinder hips and as for his manhood I could tall it was going to bring much pleasure to many a women.

A beautiful face and a handsome body it was clear to see way so many pursed him. He was what I think Jack would call a knock out or in my situation a wolf's bribe. Years and years of experience had taught me how to keep a calm placid face in front of such temptation but despite the calm face I hold on the outside on the inside my blood bolied with the opportunity of taking this beautiful virgin as my congest and a all to familiar ache in a all to familiar organ began to encourage this desire.

Sighing deeply I walked over to my office chair and fell into it shoting my eyes and leaning my head back in to the cool material. Not feeling comfortable in this awkward silence I heard the signer spoke and ask of my interests of the matter now that he had visianly fade me a banquet. Opening my eyes and casting them in his direction I reply.

" In all my conquests both romantic and unromantic I'v never once deflowered a virgin."

I saw a light blush stain his cheeks at hearing my confession and I had to smile at it. He then cast his eyes down and raplyed. " Just tail me what you want me to do and I'll do it." I smiled lightly and side. " Then please give me a kiss."

Mmmmmm… was the sound I made something between a moan and a sigh as I tilled my head back to rest on the back of my office chair. Breathing deeply I cast my eyes down to look at the weight on my chest. Sleeping soundly with his head against my shoulder was Yusei, he sat faceing me still nude from his show earlier a knee on either side of my hips and his arms hanging at his sides. I had in deed taken him up on his offer and we had for lauk of a batter way to put it we made love, we had done it countless times the position had changed but the ending was all the same howling pleasure. We finely stopped when we had nothing lift to give and had collapsed with him on top of me, that had been age's ago.

Now we sat in the after glow of our fun trying to rest it off. I wondered what time it was had I missed my meeting with Zigzix it could have almost been morning out side for all I could tail. I sighed I'd have to wake him soon and stared the process of making everythink the way it was before we stared. Unlike him I was still dressed my shirt was opened as was my pantes but nothing had been removed my hair was a mess and fell in long strans in my face but I could just comb that back lucky my office had it's own bathroom with a shower to use so clen up should be quick.

I felt good I was ashamed to admit but I did and it was more then just the highs of sex I felt rejuvenated and the pounding in my head had stoped. Leting out a deep breath I reaching for the phone on my desk and began dealing the number to the Facility I needed to talk to someone about a prisoner.

The End