Disclaimer: I do not own Tales of Symphonia.

... Lloyd x Genis ...


I said I would never write anything above PG-13. Apparently I lied.

WARNING (please read): Fluff, yaoi (not to be confused with shounen-ai), hence why this story is rated M. Also, I did make Genis older in this fanfic, because I am well aware that in the game he is 12. So, for the sake of this story, we will just assume he is older... like... 16-18. Somewhere in there.

RECOMMENDATION: For more ToS yaoi, visit Rien's Sunset and Serith Moren

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"You're ugly face!"

"Zelos, leave Regal alone..." I sighed, although inside, I was beaming. I gazed around at the small group whom had joined me outside. The original plan had been to stargaze – but Zelos' antics disrupted it. He was far too awake for this hour of night. "Why don't you bother someone else?"

"But nobody else is ugly; would you rather I be bothering you?" Zelos skipped over and knelt down behind me, leaning in close. He made a kiss face and then leaned over to Genis. So much for him being disinterested in men.

Genis made a disgusted face at Zelos and I laughed. "Go inside. Maybe one of Raine's lectures will put you to sleep."

"Aw, no," Zelos protested, "I would much rather stay out here. I'm not tired, anyways."

"All right, just behave yourself then," Genis prodded the dirt at his feet with a stick, leaving simple patterns in the dust.

"What, you don't want my kisses?" Zelos leaned in close to Genis again, grinning.

Genis' face went red and he glared out of the corners of his eyes. "Don't bother me," he shoved Zelos' chest lightly and the older male's mischievous grin softened into a calm smile.

"How about you, Lloyd?"

"No, Zelos, I think I'll have to pass. Maybe Regal wants one, though," I teased.

Zelos made a face and shook his head. "Ick! Not if you paid me."

I chuckled again, and watched him climb to his feet and walk to sit with Colette and Sheena on the steps of the inn. He was something special. All of my friends were, really – we all had our abilities and our... quirks, for lack of a better term.

The quiet sound of Genis yawning drew my attention back to him.

"Are you tired?"

He shook his head, but I could tell it was a lie. I raised an eyebrow and smirked.

"Genis."

"What?" his head turned quickly, blue eyes alert, but only for a moment before they grew half-lidded and sleepy again.

"You're lying to me," I grinned.

"No I'm not," he rubbed one of his eyes with the back of his fist.

Through all the years I had known him, I was able to decipher bits and pieces of his behaviour, at least his habits, and on the rare occasion that he lied it was obvious to me. He was small as always, although he was older now. As his head dropped onto his chest from exhaustion, I hooked one arm under his knees and the other around his shoulders, lifting him into my arms to carry him back to the inn.

"You know, I wouldn't go into Raine's room right now," Sheena warned as I walked up the stairs, skipping every second step.

"Hn?" I tilted my head and stopped my advance. "Why not?"

"She won't let you leave, obviously," Zelos answered, looking up at me brightly.

"Sheena and I snuck out while she was distracted," Colette confessed shyly.

"But she's just going on and on and on and on..."

"And on and on," Zelos added onto Sheena's statement.

"Ah..." I felt a twitch in my left eye.

"Don't worry about it, Lloyd," Colette said. "You can give Genis the extra bed in our room."

"You sure?"

"No worries," Sheena added, "Colette can come and stay in my room."

"Then where am I going to sleep?" Zelos whined.

"On the floor, like a gentleman."

As the two bickered, Colette smiled at me. "It's fine, Lloyd. Even if I have to sleep on the floor."

"Well, you could always sleep with Sheena, can't you?" Zelos turned to Colette. "The floor is way too uncomfortable - I can't get my beauty sleep that way."

Colette blushed a little, and I entered the inn before all the noise the trio (or, at least, two out of the three) was making woke Genis. I scaled the stairs, listening carefully for Raine. The last thing I wanted to run into was her... especially if she was feeling talkative – more so than usual. I heard nothing but silence as I passed the room she was supposed to share with Genis, and I assumed she was asleep. However, it wasn't a risk I wanted to take, and it would be rude of me to wake her, barging into the room even if it was to put Genis to bed.

I preferred to share my room with the bundle in my arms anyways.

Clumsily I pushed the door of my room open, stumbling forward into the dark chamber. Once I regained my balance, I took him to the bed closest to the window and lowered him carefully onto the mattress.

I smiled at his sleeping form and sat at the end of the bed to remove his boots. It was never comfortable to sleep in boots, that was at least one thing I knew for sure.

Genis rolled onto his side and made a small sound as he curled up, clutching onto the pillow. He had also inconveniently rolled onto the pulled down blankets, and so there was no way without waking him that I could tuck him in.

"Oi, Genis," I placed my hands on my hips, now standing over the bed, Genis' boots discarded by the bedside table. "You're such a cute pain sometimes, eh? Ah, well, at least I can still carry you."

I stretched my arms high above my head and rolled my shoulders. They each popped, but it felt really good. I let myself drop down onto the bed next to Genis and watched him. Colette may have been the Chosen, and she was a good friend, but Genis was the only one I was willing to stay up watching over without news of a threat.

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My eyes felt sticky as they were pried open, so I rubbed the sleep from them. A small finger was prodding my lower back, always the same spot and always at the same pace. I rolled onto my back and felt my body twitch with a jump. I had almost rolled onto Genis, but instead my arm came to rest on the pillow above Genis' head, and my side was barely brushing his chest. The only part of him I had landed on was the arm he had been poking me with.

I pretended I had rolled that way on purpose, and just hoped he had not noticed my surprised expression.

"Lloyd," I felt him tug his arm, "you're on my arm."

"Well, you were poking me."

"I wanted to wake you up."

"Hn?" I quirked an eyebrow. "Why is this?"

"I wanted to ask you something..." he answered.

"Go on," I encouraged.

He opened his mouth and paused, a word hitching in his throat. He took a breath and then continued, "what am I doing in your room? Where's Colette?"

"Colette is in Sheena's room," I responded plainly, too intent on watching his form move around in the silvery moonlight as he shifted to be paying much attention to my tone of voice.

"Why didn't you take me back to my room?" he turned onto his back, although his head remained facing me. I felt his blue eyes watching, even though I could not see them clearly in the poor lighting.

"I was told Raine would never let me leave. She was lecturing a lot last night, apparently."

"But she's always like that."

"You were sleeping, though. I didn't want her to wake you, and I didn't want to stay in here alone – Colette had already decided to stay in Sheena's room," I knew at that point I was making a bit of an excuse. I could have easily slept alone, I could have taken Genis into Raine's room as well; she would have respected her sleeping brother I was sure. I just... I had wanted him to stay with me. I had been given the opportunity to be alone with him for a while, which was rare, and so I had taken the chance.

I looked out the window. It was still dark out; only a couple of hours had past since I had laid Genis down on the bed and taken off his boots.

"You don't put my boots away right, Lloyd."

I was suddenly pulled from my thoughts. "There's a right way?"

"Ugh," Genis leaned over me and reached to the floor to pick up one of his boots, which had fallen onto its side. "You're so messy."

"That doesn't mean I did it wrong," his body was so warm leaning over mine, his weight comfortably pressed against my abdomen.

"Wrong."

"Genis..." I glared.

He lifted his head from playing with the opening of his boots to give me a lighthearted grin. His smile disappeared, however, and he lifted himself off of me, but continued to lean overtop of me.

"Ooh, Lloyd, are you still tired?"

"Nah, not now," I shook my head. "How about you? You fell asleep outside just a little while ago."

"You fell asleep sitting up. But no, I'm not really tired anymore... I guess I just needed a nap," Genis said, kneeling on the bed beside me. I turned my head and he followed my gaze out the window to the sky. "Ooh, you never got to stargaze, did you?"

I shrugged a little and smiled weakly. "It's all right. It was a nice sit outside anyhow."

"Aw, you're disappointed."

"There are more important things I haven't been able to do than stargaze..." I trailed off, then shook my head, "I'll be fine. Besides, I can see them beautifully from here."

"And I guess we're free of Zelos' noise."

"I'm sure he's in bed n-"

A loud thud, like the sound of a particular adult male being hurled against the wall separating our room from Sheena and Colette's, interrupted me. I paused in mid-sentence and obviously forgot to close my mouth, because Genis did so for me, and afterwards his fingertips lingered against my jaw.

"What are they doing to Zelos?" amazement and shock could be heard in my voice.

"What does it matter?" Genis huffed. "He probably deserves it."

I laughed. Genis was so cute when he had that look on his face, although he didn't appear very amused with me.

"Hey! Don't glare at me. Come, lay down and look at the stars," I patted the mattress beside me and, after tapping my jaw with a fair amount of force, he laid down next to me and gazed out the window.

He was so beautiful. At least, to me he was.

He had grown a little taller and he looked a little older. He was skinny and his fashion sense had changed minimally. His white hair was well taken care of; shiny and soft-looking, so much so that I twirled a lock of it between my fingers.

Rather than staring at the stars, I was gazing at Genis' exposed neck. His head was tilted back so he could see out the window, and I could faintly see his pulse in his throat. It made me want to kiss his neck, right over where the slight throb was, though even I knew that would probably come on too strong. I didn't want to scare him.

I rubbed behind one of Genis' ears, pleased at the feeling of his hair and solid form underneath it. Genis pushed his head into the rub without looking at me. He turned onto his side to face me, eyes closed, and I ran my hands through his hair, letting my fingertips stroke the top of his head.

As he leaned into the touch more I smiled and moved forward myself, so my nose bumped his lightly. I backed up quickly when he opened his eyes, although only paused my massaging hand briefly.

"S-sorry."

"It's all right," Genis answered, his cheeks a faint pink. He smiled a little and closed his eyes again. "That feels really nice, Lloyd."

"Does it make up for how I put your boots away?" I teased.

Genis nodded once. "Yah, I guess so," he got to his knees and reached both his hands up, starting to rub my head through my hair. His fingers were gentle but firm at the same time, in order to avoid causing any pain, and instead they had a more relaxing effect. "See how nice it is?"

My own hand had stopped moving along Genis' head, and I allowed myself the liberty to sink further into the mattress. I heard Genis giggle and lazily my eyes turned to him while the rest of my body remained still.

I smiled a little and rubbed my hand up the back of his neck and head, resulting in further Genis giggles.

"You're cute."

I barely noticed that it had been my voice speaking. The thought had been there the entire time, but now I had no control over whether it stayed in my head or was verbally expressed.

Genis' hands stopped and he turned pink again, looking down shyly, but maintaining eye contact with me.

"Y-you really think so...?"

It was too late to pretend I had said nothing. Even so, I didn't want to cover up now that he seemed so flattered and shy.

"Yah, you are," I answered. "Beautiful, too."

"Lloyd, you don't have to go that far..." one of my hands fell gently onto his heated cheek, thumb caressing the smooth skin near his eye. I knew my own cheeks were at the very least a little pink, but I did not regret anything I had said so far.

"It's true, though," I said. "You should be told more often."

"Now you're just being silly," he covered my face with one of his hands in an attempt to appear less timid than he really was.

"Call it silly if you want -"

Genis covered my mouth with his other hand. "Stop talking, Lloyd," he said, and then suddenly his volume lowered to a whisper. "You're making me blush..."

I grabbed onto his wrists tenderly and lifted his hands from my face so I could see him. "But -"

"I said stop talking," Genis struggled to cover my mouth, but failed, and I merely watched him, still pleased with myself.

"All right, all right; no talking," I pulled one of his hands forward and brushed my lips across his knuckles. When I released his hand he pressed his knuckles against my lips again, so I kissed them.

"... just to make sure you don't say any other silly things..." he explained innocently.

I smiled against the skin, lowering my eyelids.

There was a long moment of silence, in which I listened intently to Genis' breathing and the faded sounds of Colette, Sheena and Zelos in the next room, as well as Raine's sleepy mumbles from the other.

"That feels really nice too, Lloyd."

It was only when I heard his hesitant, quiet voice that I realized I was still placing gentle kisses over his hand. After I had been brought to this awareness I continued, using one of my hands to press his closer to my mouth. Through my eyelashes I saw him watching my actions. Carefully he tugged my hand up to his face, although he gained cold feet and, rather than kissing my hand, he nestled his nose between my index and middle fingers. He clutched onto my hand with both of his and kept his eyes closed as he forced his blush to fade.

"Genis, are you hiding?" I sat up, smiling, and tried to peek around my hand at his face. He turned his head away sharply so I couldn't see him. I chuckled to myself and tried to pull my hand away, but he kept a tight grip on it. He had definitely grown stronger as well. "Hey..." he dropped my hand and fell face first into the pillows, hiding again. "Genis!"

"Lloyd!" his muffled voice called back.

I laughed again and fell down next to him. I wiggled one arm underneath him and draped the other over his back. I nuzzled behind one of his ears and whispered, "you know what?"

There was a curious pause. "What?"

I kissed the side of his bare neck, holding my lips there in order to enjoy the gentle pulse against them. I felt his heart rate increase, and a small hardly audible squeak.

"I think you're shy."

His stubbornness was revealed as he turned his head, despite all his blushing, to face me. "I am not!" he protested, hugging the pillow closer.

"Prove it," I dared, grinning. "You won't even kiss my hand."

Genis exhaled loudly through his nose at my taunts. "I'm not shy..."

"Yes you are."

He shook his head, and I raised my eyebrows. His blue eyes swirled, and suddenly I was on my back and very warm. Lips combed over mine and I felt myself grow dizzy with shock.

"Genis..."

"S-s-sorry," he looked away from me, shifting nervously. "I'm just... I'm not shy."

I sat up and wrapped my arms around Genis' waist, listening to my surprised laugh as I nuzzled his cheek. "All right, you proved me wrong," I gave in. He was allowed to win. After all, I had gained a kiss.

My lips brushed his ear as I spoke, and afterwards he turned his head to me and tilted it upwards. I took the invitation and lowered my mouth onto his.

It was sweet how cautious he was. He would back up a tiny bit, as if hesitating, but then return his lips to mine without any persuasion. I pressed my lips closer to his to test him. I wanted to know just how he liked it. Timidly his tongue flicked out, barely escaping his mouth, just to touch my lips before it was pulled back into hiding.

"Hey," I murmured quietly, "give that back."

Genis repeated the action, pulling it back behind his teeth afterwards.

"Come get it," his husky response surprised me. There was still a shyness in his challenge, but he was trying to get passed it.

In order to ease his shyness, I was very gentle as I slipped my tongue from between my lips and brushed it against his. He parted his lips when he was ready, and I slid my tongue in find his.

With a sharp intake of breath Genis gripped onto my shirt. I ran my fingers up the back of his neck and into his hair again. It pushed him closer, my tongue exploring deeper as a result. I kept it gentle, though, and pulled my tongue out to gently caress his lips instead.

At this point he was leaning at such an angle he fell back on the bed. My arms released him and I caught myself with hands on either side of his head, pinning him down.

My head dipped down, my damp lips and tongue mutually coursing over Genis' sensitive neck. A few soft sighs escaped him, his hands searching for the base of my shirt. Gentle fingers suddenly pressed roughly against my back when I hit a particularly sensitive spot along his collarbone.

I balanced myself on one arm and slid my free hand up under his tight-fitting undershirt to feel the slight twists of his body as he squirmed. I wanted to feel those movements closer to my own body, and sensing them under my hand only made me all the more eager to strip the younger male of his clothing.

I felt his hands tug up the back of my shirt as he tried to pull it far enough over my head to get it off.

As much as I was unhappy moving, I got to my knees and peeled the garment off for him. His hand pushed against my stomach to feel the details of my muscle, however while he did that I began to lift both of his tops off at once. He appeared very self-conscious afterwards, but I paid it no heed. I didn't want him to lose the mood, or feel like he had to be too conscious of himself.

I pushed him back and returned my lips to the bare flesh of his throat.

Underneath me I felt his body heave with a deep, satisfied sigh. The feeling of his body pressing against mine as he arched caused my heart to skip a beat or two.

My hands gripped onto his sides so I could feel every slight movement of him below me. His legs shifted, feet brushing against my covered legs. Delicately I raised my head to nip at his earlobe, and he shifted his hips. The action was slight, but due to my close proximity to him I noticed quickly.

I hooked my thumb into the hem of his shorts and gave a tug, but he grabbed onto my wrist.

"Genis..."

"No," he shook his head. "Not yet."

I nodded, and leaned down to kiss his lips tenderly. "All right," I crooned, affection clear in my voice. I forced myself to be patient, and I placed my hand under his back instead.

Genis lightly scraped his top teeth against the side of my neck, providing a sort of tickling sensation, and I released a sigh of my own.

"Genis..." I exhaled.

Quick nips trailed their way down my neck and shoulders to my collarbone. He raised his head to gently nip the underside of my chin. He sucked gently on the front of my throat. My hand cupped the back of his head and kneaded.

He kissed my neck several times, lips barely touching my skin, sending shivers and goosebumps down my spine.

My other hand kneaded his stomach, and he slid up on the bed so that my fingers curved over his hip underneath his shorts. He kissed down my other arm, holding onto it with his other hand, and encouraged that hand to move to the hem of his bottoms as well.

For the second time, I made a movement to lower the fabric from him. This time, he let me, squirming a little to try and get out of it faster.

I moved forward and kissed him as I lowered the shorts, with his help, beyond his ankles. His toes curled and he cupped my face with both hands, sucking gently on my bottom lip. I assumed he was trying to distract me from looking at him. While we kissed I let one hand slide down his thigh, my other loosening my pants. My fingers stroked his erection carefully, although this made it difficult to focus on removing my own clothes. Genis helped enough with that, though, lowering his hands from my face and sliding my pants carefully down my legs.

I ran my tongue over the center of his chest, collecting sweat along the way. My lips pressed to the sensitive spot at his collarbone before I started back down, leaving a trail of dampness along the center of his abdomen.

He gripped my hair, clutching it and then releasing it again, unsure of whether or not to push me down further or force me back up. Sometimes he would pull me upwards a little, only to push me close to his belly button shortly afterwards.

Upon my own choice, especially since Genis appeared so indecisive, I climbed back up, rubbing against him as I did. He groaned rather loudly, and I covered his mouth with mine.

Genis kneaded the back of my shoulders and soothingly bit the skin along the side of my neck. I left one hand between us in order to fondle him. Occasionally I moved my hand away to both hear him begging for its return, and to let my own erection rub against his. I heard the small noises he made as my hand moved up and down his length, and when I leaned my ear close to his mouth to hear him better, I realized he was calling my name.

Abruptly he squirmed and pushed me off of him. There was nothing wet on my hand, so I knew he had not finished yet. I was confused. And then I saw him shift downwards, and before I could react he had me in his mouth. I gasped with both surprise and pleasure, trying to remain still despite the urge to move. His mouth was so warm and wet, and through my blissful haziness I knew I was moaning.

It became obvious what Genis had wanted when he pulled away just before I had climaxed, and positioned himself on his hands and knees. Without hesitation I moved up behind him. My hand found its way back around to toy with him more, and I paused for a moment.

"You want me to?"

"Would I have turned over otherwise?"

I tried to be gentle when I thrust into him, however that was nearly impossible as it required a considerable amount of force to accomplish regardless. He cried out loudly again, although this time I was in no position to quiet him down. His moans did decrease in volume as he became more accustomed to the pain. It felt so good...

I kept my hand stroking Genis up and down, although it had become so rhythmic and in-time with my thrusts that I almost forgot until warm liquid spread over my fingers. The surprise and rush of excitement that came with knowing I had finished Genis triggered my own orgasm, and the two of us remained very still for several very wet moments.

Genis was the first to collapse, falling on his side below me.

"Think we should go sleep in the other bed?"

The younger male made a face. "Yah... this bed is kinda wet..."

"Kind of?" I smiled.

Genis stuck his tongue out at me and squirmed from underneath me to get to his feet. I watched him make his way to the other bed without bothering with his clothes, and there he buried himself in the cool sheets. I followed soon after him, curling up behind him and wrapping him in a hug.

"Maybe you're not so shy."

"Lloyd?"

"What?"

"Shut up and go to sleep."

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Don't be scared to review. I don't judge – after all, I wrote it.