A/N: this is something I wrote for Day 2 of the Olicity appreciation week on tumblr... It was day 2: funniest Olicity moments... SO I hope you enjoy this :), it does lead to smut so full warning!

She curled further into his side, their legs tangled with a thin cotton sheet covering their lower halves. She felt his hand trailing up and down her spine, the warmth of the sun through the curtains landing on her bare back. She smiled her hand placed over his heart, she didn't know how long he'd been awake but she didn't care. They'd been travelling for months now and she would never get bored of waking up in Oliver's arms, never tire of his hands on her or her hands on him, never bore of conversing over the littlest of things their pasts, their likes and dislikes even the weather, she would never be bored with Oliver Queen that was for sure. A gentle chuckling brought her eyes up to his, a warm smile on his lips as his chest hummed.

"What's got you so giddy?" She asked pulling up slightly and tilting her head. His smile spread across his face, the little dimples appearing and she beamed too.

"What?" She asked again.

"I was just thinking about the first time I met you... Well both times..." She listened carefully. "The first time you babbled about me being cute to my photo, even though that is the worst photo of my life and the second you babbled about my dad being dead." She cringed then her head dropping. His hand came up to her face cupping her cheek and pulling it back up to look at him. "You did the same head tilt... You were so refreshing, so different; there was just something about you." He smiled his eyes softening.

"Well clearly my babbling was contagious when you asked me out on date." She teased a little knowing full well he was feeling sentimental.

"I was so nervous." He admitted his thumb gently caressing her cheek bone and she leant into his touch. "I didn't think you'd say yes..." She chuckled then and he stared at her.

"Sorry I'd always say yes." She turned her head kissing his palm, before laying her head back on his chest.

"What were you laughing about?"

"The last time I heard that sentence, when we made the plan to blow up the applied science building and you agreed with my plan..."

"I remember."

"It was your face." She smiled softly. "It was such a picture."

"Like your face when you announced that you dye your hair? Or that time when I brought you the vertigo... And I said I'm very particular about what I put in my body-"

"And I said I'd noticed..."

"I said didn't notice right?" He replied with a wink.

"Yes well you laughed and I'm glad I could make you smile."

"Oh there are many times when you have made me smile..."

"Yeh right."

"There was the time on the island... When I hadn't seen anyone in months and you talked about me offering you coconuts." She glanced up to see him smiling his eyes clearly wandering back. "Or the time you were staring at me in jitters and were hocking me about helping Barry."

"I am a hocker." She replied with a chuckle.

"Don't I know it." He looked down with a wink.

"Hey, well you made me smile too." She replied, gently running her hand up and down his chest. "Your face every time I called it the Arrow cave... Your "fake" exasperation telling me to stop... And when you pointed that finger at me and said..." She dropped her voice trying to mimic him, "see what you've done..." He shook his head in a half laugh and then she leant on her elbow. "So hot even... even when you were trying to tell me off, so funny and so so sexy." She felt his heart thumping in his chest. She looked into his eyes as her hand scratched against his stubbled jaw.

"I don't think you quite realise how funny and sexy your slips are." He replied his eyes looking slightly darker as he licked his lips.

"Oh really?"

"All those innuendos?... I might not have always reacted in the moment but believe me I never forget." She blushed a little then, when suddenly her back was against the soft mattress, Oliver lay on his side his hand drawing patterns on her stomach, whilst his other held his head up. He stared down at her.

"Like I can never forget you working out... shirtless."

"Shirtless multiple times, shirtless all the time." He winked at her his hand going lower, running along the cotton sheet lying over her hips.

"And sweaty... Don't forget sweaty."

"Like on the island? When I saved you..."

"And you landed on top of me between my legs." He groaned a little then his mind flashing back to that. His eyes darkening as he smiled at her knowingly. "That's the same face you pulled when I mentioned the land mines when Barry and the gang were here."

"Mentioning Barry whilst we're in bed together?" He asked his eyebrow rose.

"Well it's better than Ray, who you said could be related to me-" Without any warning Oliver's hand slipped under the sheet as he ran a finger through her folds. "Oliver..." She moaned. His lips landed on her skin, kissing her shoulder and collarbone whilst his finger ran up and down her folds, never once pushing inside her.

"Well I know how much you love spending the night with me."

"And day... in fact any time." She said breathlessly her hands fisting the sheets beside her. He chuckled a little as he leant forward kissing her neck. "And your family jewels are all mine now." He laughed beside her throat; she could feel his body shaking.

"Well I'll never forget that gold dress." He said slowly kissing across her jaw. Her chest rising and falling rapidly as his finger still only delicately touched her. His other hand came to her breast, his thumb swiping over her nipple and she moaned loudly.

"How are you... You still... Functioning?" She asked in stutters.

"I'm multi-tasking." He said his eyes meeting hers. He saw a smile spread across her face, a soft laugh escaping her lips which turned into a moan when he swiftly pushed a finger, knuckle deep, into her. "I'll never forget that mission in the casino." He whispered into her ear, slightly sucking on her ear lope as he slowly pumped his finger in and out of her. "That red dress... Backless... What you said to me..." He said pulling back to stare into her eyes.

"Inside me." She moaned and he nodded with a half laugh. Suddenly her hand reached out closing around his erection, and he groaned. "No... Want you... now" He looked at her as all at once he pulled his finger out of her dripping folds, and nestled himself between her thighs, his tip rubbing against her. "Oliver." She moaned, thrusting against him rubbing her juices over his length.

"Felicity." He groaned, and with one snap of his hips he penetrated her. His chest pressed against hers as he started to rock his hips with shallow steady thrusts.

"It does feel so good..." She whimpered her hands wrapping around his neck.

"Huh?" He asked sucking onto her pulse point.

"Having you inside of me." She clenched her walls around him feeling his cock twitch against her delicate skin making her spine twitch and skin burn. He pushed into her deeper, his head pulling back as he practically growled. Suddenly his lips were on hers, he sucked on her bottom lip running his tongue so tenderly against hers as his pace increased. Her hands fell to his shoulders, her nails digging in as his thrusts started to become more erratic. She moaned softly into his mouth as he kissed her senseless.

One of his hands slid under her back to her ass lifting her slightly, the change in the angle caused her to scream as he hit that elusive spot. With one more thrust she came undone, her grip on his shoulders tightening even more as she screamed his name. Her body completely sated as her walls clamped around him trigger his own release. He squeezed her ass as he carried on thrusting as she milked him dry, her walls continuously fluttering around him causing wave after wave of pleasure till he stopped, collapsing on top of her breathlessly. It was her gentle fingers rubbing his shoulders that brought him back round. He could feel a slight tingling in them.

"Sorry." She whispered into his ear placing a tender kiss to his forehead.

"Hey... You were the one who said that you had imagined holding on to me tightly under different circumstances... So it's fine." She chuckled as his head bounced, due to the movement, on her chest. "Oh and totally not platonic circumstances..." He looked up then as she chuckled, her hand coming to cup his cheek, her thumb running over his cheekbone. She pulled him up for a soft tender kiss.

"I love you." She whispered against his lips.

"I'll always love you." He replied. "Good, bad... even the funny times." He said playfully rolling them over, she cuddled into his chest still marvelling at the way he felt inside her.

"I love every part of you Oliver." She said placing a kiss to his heart and he wrapped his arms around her burying his face into her hair.