Disclaimer: I don't own Degrassi, or any of its characters.

Author's Note: I like to write smut, I won't lie! If you don't enjoy that, then I suggest you don't read any further. However, I hope everyone else enjoys! Reviews are welcome, don't be to mean! :)

Eli signed as he closed his book "I don't think I can study another thing tonight" he finally said

Clare laughed "Eli, the exam in Monday. Only two more days! I don't know about you but I won't be receiving another A- from Ms. Dawes" she said

"Clare, you are such a keener...im pretty sure we have studied more then the entire class combined this past week. We can take a short break." he smiled

"And do what exactly? We're in the back of a hearse. Not exactly entertainment central!" Clare said

"Well, it was your idea!" Eli replied with a smirk

Clare couldn't argue with that. She wanted to go someplace with zero distractions. However, Eli himself proved to be her biggest distraction. They hadn't exactly talked about what their relationship was since the Romeo and Juliet project, and Clare had agreed to give him some time. But, all that didn't change the fact that every time Clare was around him she wanted to grab him and kiss him.

"You know" Eli said with a smirk "There are other ways we could pass the time"

Clare looked up questionably "Like..?"

"Like this" and with that Eli removed the book from her lap, leaned over and kissed her gently. Clare responded by slowly wrapping her arms around his neck. They stayed like that for a few moments until Clare broke the kiss.

"Eli…What about you needing time?" Clare asked flustered, not wanting to stop.

"Clare, if I have to take anymore time before I can kiss you again and again...im going to go insane" Eli replied looking down "You've given me time, and I've taken all I need. Now all I want is this" Eli leaned in to kiss her again. Clare smiled into the kiss and responded with a lot more enthusiasm.

However, the next thing Clare knew she was on her back with Eli lying on top of her, kissing her more and more passionately. Clare had entered uncharted territory. She had never kissed anybody like this. A wave of nervousness came over her. She wasn't sure what she was doing. Where should she place her hands? How should she position her legs? Her mind was racing. She put her hands on his shoulders, seemed safe enough. Eli broke the kiss and began kissing her neck. Clare gasped a little, his warm lips on her neck felt so good and she moved her hands so that they tangled in his hair. She shut her eyes and let herself slip into a land of bliss. So much so that she didn't take notice when Eli began unbuttoning her blouse, and caressing her stomach gently. Clare enjoyed the sensation of his warm hand of her cool, bare skin.

She did, however, take notice when she felt his hand gently caress the underside of her breast. This caused her to bolt upright and cover her chest with her recently opened blouse.

Eli slowly sat up next to her "Im sorry, I just...got caught up in the moment" he laughed.

Clare turned to him, her cheeks pink "I...I feel so stupid now" she said "I've never done this before, and I guess I got freaked out. I mean I can't, I can't have sex with you…" Clare began to ramble on about her vow and ring.

"Whoa, Whoa" Eli laughed "Your not stupid, first of all. But Clare, come one, who said anything about having sex? We're in the back on my freaking car! Do you really think this is how I would go about having sex with you for the first time? Give me a little credit" He smiled "It's not a big deal; we don't have to do anything you don't want to."

Clare blushed even more. She probably should have figured, but Eli WAS a guy after all. But she also couldn't ignore the goose bumps that had sprung to the surface of her skin at Eli's touch. Why shouldn't she let herself get a little caught up? She knew her boundaries, she trusted Eli more then anyone in her life right now.

She finally said "It felt really good…I don't...I don't want to stop" she finally said

"You sure?" Eli said as he leaned in closer to her once again placing his hand on her knee. "I'll only go as far as you want me to, you know that."

Clare nodded. As they leaned back to their previous position Clare took his hand a slowly slid it up to her breast. Eli stared into her eyes for a brief moment, and kissed her gently on the lips before he resumed kissing her neck. Clare moaned slightly as Eli began to grope her. He moved from her neck to her collarbone, then further down to her breasts. Clare shifted underneath Eli and moaned, this time far more audioable then before. She felt Eli smirk and he continued to kiss the tops of her breasts.

Clare wanted to feel more, she wanted to take the pleasure up a notch. Her mind was telling her it was a bad idea, but she couldn't help herself. She stopped Eli's kisses long enough to reach behind her and unhook the clasp of her bra. Eli looked very surprised at this new maneuver. Clare stared into his eyes intently as she slipped the straps down her arms, but paused before removing the garment entirely.

"Don't...stare or laugh of anything" Clare said quietly, and she slowly pulled her bra away, revealing her breasts. She felt the heat rise to her cheeks and Eli stared, and a smile grew across his face.

"I said not to stare!" Clare said, laughing a little. She covered her breast with her arms.

"Clare believe me, you are most definitely worth staring at" and with that Eli gently tugged her arms away. Clare smiled and he began kissing her lips vigorously, she wrapped his arms around his neck, pulling him as close as she felt was possible. His hands began groping her bare breasts, before moving his lips down to them

"Eli…"Clare breathed. She felt his tongue dart over her left nipple before taking the whole thing in his mouth. Clare gripped his hair in response, and moaned. Eli began kissing further down, to her stomach, then to the hem of her skirt. He stopped and sat up slightly "Do you want me to stop?" Eli asked his fingers tips playing with her hem.

Clare shook her head "No...please just, keep going" was all she could get out. She had never felt so wonderful in all her life. She didn't want it to be over just yet. Eli shifted, so that he was sitting on his knees. He slid his hands up her legs, pushing her skirt up to her hips, revealing her purple cotton underwear. Clare wished in that brief instance that she had put on something a little more, alluring. Eli gently tugged at the top of her underwear, slowly pulling them off and sliding them down her legs.

As if it were an automatic reaction, Clare shut her legs. Oh god, what has she gotten herself into. The heat rose to her cheeks once again, her hands began to tremble, her breathe began to shake. Eli found her lips once again and kissed her, slowly and deeply. "It's okay." He said sweetly "Just relax. I promise that it will feel good." Clare nodded. Eli resumed his position, and gently nudged her legs apart. Clare stared at the roof of the hearse, too embarrassed to look at what Eli was doing. She gasped as she felt the tingling of his warm lips once again descend down her inner thigh, and then to her pussy.

Her eyes shot open as she felt his tongue dart in and out of her. Slowly at first, but then quicker and deeper. He continued to caress her legs, reaching up every so often to play with her breasts. Clare moaned and writhed beneath him. Clare once again was unaware of what to do with her hands, she found herself gripping at Eli's hair as hard as possible could. She could no longer control her moans, she had completely given into ecstasy and threw her head back as Eli's hands gripped her thighs and went as deep as he possibly could inside of her.

She felt her stomach do flips, her abdomen tighten and her breathe quicken. She tingled everywhere, from her fingertips to her toes, which curled in pleasure. Clare arched her back as the pleasure exploded.

Her eyes shot open "Eli!" Clare moaned loudly as she finally reached her climax. The intensity was so much that when it was over and her body became almost limp. Clare felt tears well in her eyes. She was shaking all over and she quickly covered her face so that Eli couldn't see the tears.

Eli emerged from between her legs and rose up to her face.

"Clare..." he said gently, tugging her hands away, revealing her tear streaked face. "Hey, are you okay? Did I hurt you or something?" Eli seemed concerned, but Clare quickly shook her head.

"No" Clare laughed a little breathlessly throughout her brief sobs "Not at all, it was just so…" Clare laughed a little more "There are no words...amazing maybe? It was just so intense; I really can't explain the tears."

Eli smiled "You had me nervous there, Edwards."

"You made me feel wonderful." Clare said shyly.

"You are wonderful" Eli said as he kissed her cheek "and beautiful"

Clare smiled "You're not so bad yourself"

"So, you're happy?" Eli asked

"Beyond. Best study break ever." Clare said.

Eli grinned and leaned in for another deep kiss before they straightened themselves out and resumed their studying. However, something told the both that nothing was going to sink in well after what had just happened!