Here is another one shot I wrote a long time ago, I didn't even remember writing it until I looked back through my notebook where I write all my fanfictions. I love the CliffxNel pairing so I wrote this fanfic based on that pairing. I know my last attempt at a lemon was pretty bad, but I think this one is better. I hope everyone likes it^_^

Disclaimer: I don't own Nel or Cliff or any other aspect of Star Ocean: Till the end of time (although I really wish I did ToT)

The Long Journey Ahead

After a long walk and dozens of battles, Nel, Cliff and Fayt finally emerged from the Airyglyph Aqueducts. Nel quickly scanned the area, looking for enemy soldiers. When she saw no one she told Cliff and Fayt it was safe to come out. When they did, Cliff did a quick stretch and enjoyed seeing the daylight again after being down in the dark aqueducts for so long.

"I was down there so long I thought I was going to mildew."

Fayt and Nel started talking about the weapon Nel wanted them to help her with for the upcoming battles with Airyglyph. Cliff just listened but couldn't help but look over Nel's body. She had a slim figure, bright red hair and large breasts. He thought she was one of the hottest women that he ever met.

The three of them made their way to the bridge leading out of Airyglyph and made it to the wagon where Nel's subordinates, Tynave and Farleen, were waiting for them to arrive. They all got into the wagon and made their way to Aquaria.

When they were halfway through the Traum Mountains, the Airyglyph military group, the Dragon Brigade, started to chase after the wagon. Tynave and Farleen told Nel, Fayt and Cliff to get off the wagon and hide until it was safe. Although Fayt refused at first to leave the two girls in danger, he eventually agreed to the plan and the three of them quickly got off and hid behind the rocks.

When it was clear, the three of them walked a short distance and they arrived at the town of Kirlsa.

"There is an inn we can stay at right over there next to that wagon."

Nel pointed toward a building right down the street. They all went in, got a room, and went upstairs to their room.

"I need to go check out some things in town, you two can walk around if you want but don't leave the town."

Nel went back down the stairs and left the inn, leaving the two men alone.

"I think I will go for a walk around town for a little while."

"Alright, I guess I will stay here."

Fayt left the inn and Cliff just laid back in one the beds, waiting for them to come back.

-That night-

Nel and Fayt both returned to the inn and Cliff got up out of bed once they entered the room.

"Let's get some rest, we are leaving for Aquaria first thing tomorrow."

Cliff and Fayt agreed and they all went to bed.

All three of them were sleeping silently, but then Cliff woke up and looked at the bed across from him and saw Nel sleeping soundly. Cliff watched her sleep and admired her features once again. Even in the dark he could see her perfectly curved hips, her ruby red hair and all the other curved of her body. He started to fantasize about Nel, and before he knew it, he could feel himself getting hard. It wasn't too long before Cliff couldn't take it anymore. He looked over at Nel and just couldn't resist.

He quietly got out of bed and walked silently over to Nel's. He kneeled down to the floor and let his hand run gently over her perfectly curved body. Nel woke up when she felt his hand and quickly turned around and saw Cliff kneeling beside her. She looked straight into his eyes and saw a look of pure lust and knew what Cliff's intentions were. Cliff looked back into Nel's eyes and saw a hint of lust there. He brought his face closer to hers and brought his lips down on hers. To his surprise Nel returned the gesture and kissed him back. They deepened the kiss and were both silencing each others moans.

Cliff got into Nel's bed without breaking their heated kiss. Nel let her hands roam all over his chest and eventually took off his tight black shirt. She quickly got it off him and returned to their passionate make-out. Cliff rolled over so the he was positioned on top of Nel. He started untying all the laces and strings that held her leather armor on and when he was finished with the last one, he quickly took it off and Nel's breasts were released from their constraints.

Cliff couldn't help but kiss along her big, perfectly round breasts. He took a nipple into his mouth and Nel moaned quietly. Cliff brought his hand up to her other breast and gently squeezed it and rooled the nipple between his thumb and index finger. Nel continued to moan from the pleasure coursing through her body, but knew she had to keep quiet so Fayt, over in the bed above Cliff's, wouldn't wake up and see them.

While Cliff was still at Nel's breasts, she could fell how hard he was through his pants, and she could feel herself dripping wet. Cliff moved down her body, and got down to her skirt. He slowly slid it down her hips and legs and gently tossed it to the floor, leaving Nel in nothing but her black lace panties. A slight blush made its way onto Nel's face as Cliff slowly slid her panties off and tossed them to the floor as well. Cliff looked at Nel's dripping wet pussy and gently slid two fingers inside her. Nel let out a gasp of pleasure, enjoying the wonderful feeling that was now coursing through her body.

Cliff continued to finger her, thrusting his two fingers in and out of her wet entrance. When he put three fingers inside Nel, she arched her back and gasped for air. It didn't take long after that before Nel reached her climax and came all over Cliff's fingers. He took his fingers out of Nel's wet pussy and licked them clean.

Nel flipped them over so now she was on top and in control of Cliff. She ran her hands along his muscled chest and abs, and kept moving down until she reached the waistband of his pants and started pulling them down. When she got them off of Cliff, she threw them to the floor and stared at his long, thick cock in amazement and excitement.

Nel ran her fingers along his length which drew a moan from Cliff. She put her mouth at the head of his cock and licked the tip, moving down along his rock hard cock, sending waves of pleasure though Cliff's body. She put her mouth around the head of his dick and slowly started taking his entire cock inside her mouth. As she was moving down over his cock, her hands went to the root of his shaft and played with his balls. Cliff was moaning in pleasure and Nel knew he was close to his climax. She wanted him to come in her mouth, so she started increasing the speed and pressure of her mouth and hands and it wasn't long until Cliff came hard into Nel's mouth and she swallowed it all.

Cliff flipped them again so he was once again on top of Nel. He quickly positioned himself in front of Nel's entrance and thrust inside her. Nel let out a small scream of pain, so Cliff waited a couple moments for her to adjust to his large cock inside her tight pussy. When she started to relax, Cliff continued to thrust inside her tight pussy until he was inside her completely. He withdrew, leaving only the head of his cock inside Nel, and quickly thrust his whole length inside her. Nel arched her back up off the bed and bit her lip to keep from screaming out. Cliff continued thrusting in and out, their hips rocking back and forth. Cliff continued thrusting deep inside Nel and it wasn't long before she reached her release. Cliff felt Nel's juices around his cock and felt her tight wet walls tighten on his shaft and came hard inside Nel.

Cliff layed down next to Nel, both of them completely exhausted. He wrapped his arms around her waist and gave her a tender kiss on the lips before they fell asleep in each others arms, resting for the rest of their journey together.

Author's note: I hope you all liked it^_^ I sure did when I re-read it haha. Anyway please leave a review so I know that if my lemons are still terrible, but don't be too mean if you didn't like it, I don't like negative feedback^_^