Disclaimer: obviously I don't own the characters, but I do, however, own the brain that the yaoi came from. So, I guess that kind of means I do own this yaoi.

Warnings: Oral sex, rimming, and just some yummy desperate yaoi sexiness! =]

A/N: I apologize if both Itachi and Kisame seem out of character.

The Akatsuki base was calm and serene; it was the perfect chance to get caught up on everything that had been put off or to just simply relax.

Itachi was stretched out across his feather bed, his eyes closed as he attempted to relax. As of late, things had been rather stressful, with many more missions to complete than normal and everyone in the group had been dancing annoyingly on his nerves; some days it was almost too much to bear and he was tempted to just abandon the fools, that was until he looked at his partner, Kisame. When he just so much as glanced at his partner his feelings of wanting to leave seemed to flee his heart and he remained rooted in the treacherous place. The sound of Kisame's voice had an even worse effect on him; when the words of his friend danced across his skin, he couldn't help but shiver, especially when they made love. Oh, for Itachi nothing could compare to the way he felt when he was lost in the throes of passion with the older male; the mere thought of it caused the raven haired male to harden.

The younger male grabbed the black blanket at the end of his bed and pulled it up to cover his waist. For some reason Itachi couldn't help but be ashamed of himself for being turned on so easily. However, there was something about the blue man that just drove him crazy; there wasn't anything he wouldn't really do for his partner. Did that mean he was falling in love with him? Itachi's eyes snapped open up at the thought and he gritted his teeth angrily; that was impossible, people like him didn't fall in love. It just didn't happen, ever.

Suddenly someone knocked at his door and Kisame poked his head in, "Hey buddy, are you doing anything at the moment?"

The younger male sat up and motioned for the other to come in, "No, what's up Kisame?"

The blue man entered the room cautiously, slightly wary of his partner, unsure if he had interrupted Itachi in the middle of a nap or something, "Since we're alone I wanted to have a very important conversation with you."

Curious and slightly concerned, Itachi eyed his partner carefully. Nothing seemed to be wrong with him.

"What do you want to talk about?" The weasel boy asked his tone guarded.

Kisame bit his lip softly; he had made Itachi mad and he hadn't even meant to, damn he was a fool. He cleared his throat softly and spoke, "Well, we've had sex a multitude of times, yes?"

Unable to help himself, a blush crept along the bridge of Itachi's nose. He cast his eyes to the foot of the bed and didn't look at the older man when he answered with a meek yes.

"Every time we've done it I've always been the dominate one. Why is that?" The shark man kept an appeased look on his face as he asked his partner the question. On the inside Kisame's heart was thudding like a drum and he was shocked Itachi couldn't hear it.

The question that Itachi heard from his lover hadn't been one he had anticipated and he was at a loss for words. Was Kisame becoming bored with their sex life? Did he want to be with someone who was more dominating?

"I don't know Kisame, I'm sorry if you're not happy," Itachi whispered weakly.

Kisame cursed himself internally as he rushed to his heart's desire, "No that's not what I meant Itachi. I'm completely happy with you and I wouldn't want to be with anyone else. It's just that I thought for once you'd like to be the one in control," he explained lamely.

The moment the Mist-nin reached Itachi's side, he folded him into his arms. Never did Kisame want to let Itachi go, he was his heart and soul; his whole reason for breathing and staying with Akatsuki.

"But I don't mind Kisame, I don't really," Itachi insisted softly, as his partner held him to his broad chest.

"Itachi I want you to dominate me though," Kisame breathed into Itachi's ear.

All oxygen in the smaller boy whooshed out of him at those words. There was no way in hell that was just said; this must all be a dream, Itachi thought. No, everything felt too real to be just a dream; the way Kisame's muscles flexed unconsciously underneath his thin garment, the way his heart beat strongly, steadily into Itachi's ear; this must be a fantasy, but no it was all real.

Even if was fake, Itachi knew what he wanted to do and nothing would be able to stop him from doing it. The younger male pressed his lithe frame against the stronger one and reached up to press his lips tentatively against the other man. Kisame was shocked at his partner's sudden action, but he quickly recovered himself and greatly accepted the kiss. Though Itachi didn't really know what to do, he acted purely on instinct. He quickly thrusted his tongue into Kisame's mouth and began to swirl it around in a random pattern. Kisame moaned quietly in surprise and ran his tongue along Itachi's; the two muscles began to fight for dominance in the blue man's mouth and eventually Kisame won.

While the two of them kissed passionately Itachi twisted his body around so he was now facing Kisame. The arms of the raven haired male wound their way around Kisame's neck and pulled him closer. Kisame was slightly surprised, but appreciated the younger male's gesture none the less and wrapped his arms around his partner, holding him tightly.

Finally, after some time the fair skinned boy had to pull away for air. When he was able to breathe again, his breath came out in ragged gasps. His partner watched him carefully; Kisame could never stop looking at his counterpart. There was just something about the way the Uchiha moved, that made Kisame want to just take him right then and there, but he also wanted this to last; he wanted it to be special for both of them. This time it was more about giving Itachi the chance to enjoy their love making, not Kisame. For once, he wanted to be as selfless as his partner.

Itachi looked down into Kisame's eyes and smiled softly. The younger male wanted to make Kisame feel good, and in a way give him what he wanted without completely taking over.

"Lean back against the headboard," Itachi whispered in Kisame's ear before nibbling on it softly.

The shark nin tried to suppress the groan that wanted to break through his lips, and instead it came out as a weak whimper. A smirk crossed Itachi's lips at the noise from Kisame, and he continued to kiss his way down Kisame's jawline. Strong hands gripped the black haired boy's firm ass as the older male moved back to where his lover wanted him.

It didn't take much longer after that for Itachi's lips to claim Kisame's in another kiss. The lip lock was a complete of lips, teeth and tongue, but each male found they couldn't get enough of the other. Pale hands clawed at Kisame's shirt, trying to tear it from the blue man's torso, and Kisame smiled into the kiss. Fabric from the older ninja's shirt forced the two of them to break the kiss, but Itachi didn't care because he became utterly fascinated with Kisame's chest.

Itachi drank in the way the muscle flexed underneath the ocean blue skin as Kisame panted, always trying to catch his breath. The only thing the onyx eyed male wanted to do was run his fingers, and tongue, over every inch of the beautiful body before him.

"So gorgeous," the Uchiha mumbled, before he leaned down and began to press soft kisses to Kisame's neck.

Fingers wound their way through Itachi's silky locks, as he made his way down to Kisame's pert nipples. Itachi's tongue slipped through his perfect pink lips, and he brushed the tip of the muscle over the rather sensitive bud. He licked over it like this a few times, before he finally latched his entire mouth of the nub and sucked like a youngling. Any noise that Kisame had been trying to hold back now came through full throttle, and Itachi's room was filled with the sound of heavy breaths and loud groans.

Teeth pulled gently and nipped playfully on Kisame's left nipple a few more times before Itachi moved to the other side. This time instead the younger male softly bit on the hard nub, before he laved that part of his chest with his tongue. Kisame couldn't contain all the mewls of pleasure that escaped from his mouth, and this only drove the ivory skinned male on.

Itachi continued to move down the blue chest, and he pressed hot, open mouthed kisses all the way down to Kisame's naval. The older male wound his fingers tightly into the black tresses, then pulled, making Itachi cry out softly. Kisame's hard cock jumped at the sound, but automatically he let his partner's hair go, because he was afraid he had gone too far and seriously hurt his partner.

The younger male felt the way his partner had reacted to his cry, and he couldn't help the devilish smirk that crosses his lips. Honestly, the way Kisame had pulled his hair hadn't hurt, in fact, it turned him even more, but he had been surprised by the sudden jerking action. Itachi made his way back up Kisame's chest, leaving kisses and love bites scattered through the broad expanse of skin. As soon as he was face to face with his lover again, the weasel boy pressed his lips forcefully to his lover's in a bruising kiss.

Almost everything that Itachi had done so far had surprised Kisame, but he had been able to hide it well under all his pleasure. As the younger male pressed his mouth against the mist nin's, forcing his tongue inside the other orifice, Kisame bucked his hips up, rubbing his aching cock against the cleft of Itachi's ass. The younger boy let out a greedy moan, and eagerly rubbed back against Kisame's lap. A small smile made its way across the edge of the blue man's mouth; how he adored seeing Itachi wound up like this, begging for it without words.

Lust burned through the Uchiha's veins, and he didn't know how much longer he could take it before he had to have Kisame buried to the hilt in him. Thick beads of pre-cum slid down Itachi's throbbing cock at the thought, and he groaned wickedly.

"What is it darling? What do you want?" Kisame asked, his voice laced with desire and need.

"You. Kisame I need you. I need your cock filling me up," Itachi whimpered.

The older male smirked at Itachi's words; he felt the exact same urgency that Itachi felt.

Unable to help himself, Kisame wound his fingers through Itachi's black tresses again and pulled him in for another kiss.

Within a moment, they broke apart and each male was already breathless.

"I want to see you completely naked, my beautiful love," Kisame murmured in the younger boy's ear, before nipping playfully.

All too happy to comply, Itachi tore his shirt off over his head. A heady groan escaped Kisame as the sight of Itachi. They hadn't really done anything, and already the normally pale ivory skin was flushed and had the slight sheen of sweat clinging to it. Unable to help himself, Kisame's hand snuck down and he began to palm his aching erection through his lose sleep pants. He wanted nothing more than to be buried in the Uchiha's tight ass, and fuck him into oblivion, but he wanted to give Itachi more control.

Onyx eyes took in the sight of his lover trying hard to keep self-control and Itachi knew neither of them could wait much longer for this. Without hesitation, Itachi clumsily finagled his way out of his pants, exposing his need. The head of his cock was flushed a deep crimson red, and plenty of pre-cum leaked slowly from the tip. Nervously, almost shy in a way, Itachi kneaded his bottom lip, suddenly embarrassed about his nudity.

Kisame could not believe the incredible sight in front of him; his younger lover looked delectable enough to eat, and he might just do that. Before he had the chance to comment on Itachi's appeasing state, the other male spoke first.

"You're turn," he spoke softly; completely different from the little devil he had been just moments before.

The blue nin wanted to have fun and tease his lover a little more, "I want you to remove my pants."

To help prove his point, Kisame suddenly bucked his hips up, and brushed his covered cock against the cleft of Itachi's nude ass. Each male let out another loud, needy groan; both were slowly losing all restraint.

Desperate fingers clawed at the top of Kisame's pants and ripped them down without a second thought. The blue haired male let out a slight gasp when the air hit his erect dick, and he palmed it lightly, spreading all the pre-cum that had leaked out of the slit of his head.

"I want to taste it," Itachi said softly, staring at it hungrily.

"Only if I can taste you my beautiful Itachi," Kisame responded seriously.

Unsure of what Kisame had in mind, the black haired male turned around, and posed on his hands and knees, his ass in his lover's face. Anxious hands grabbed at Itachi's waist and pulled him closer to the older male. Shivers raced through the thin frame of the younger male when he felt kisses placed on each ass cheek, and then a tongue running lightly over his crack.

"Suck it Itachi, make my cock nice and wet," Kisame mumbled, need dripping from every word, before he plunged his tongue in Itachi's sensitive hole.

The Uchiha let out a loud, wanton moan that was unbecoming for someone of his stature, but he didn't care. He couldn't believe how amazing it felt to have Kisame's wet muscle thrusting in and out of his aching body. With every plunge in, he wet the tight area a little more, tasting Itachi in a way he rarely did.

A loud moan vibrated through Kisame's chest when he felt something hot and moist wrapping around the head of cock greedily. He stopped his ministrations on Itachi's hole and looked down and watched as the younger male sucked eagerly on the head of his dick, lapping up everything that threatened to seep out. Just as soon as he started though, Itachi stopped and turned to glare over at Kisame.

"Don't stop please," Itachi half whimpered, half growled.

Kisame smiled before he stuck his tongue back into his counterpart's lewd body.

Itachi couldn't stop the shivers that danced up and down his spine as Kisame continued to do that to him. He wanted to make his partner feel good as well, so he quickly took Kisame's entire cock in his mouth and let out small moans, sending vibrations through the whole length.

Skillfully, the onyx eyed boy bobbed his head up and down, weaving his tongue over every inch of skin, licking up every bit of Kisame's essence that he could.

The older male felt like he was about to burst at the seams, and it took all his will power to stop what he was doing. He didn't want to stop Itachi's perfect mouth from sucking his aching cock, but he wanted to be buried in his lover's tight hole when he came tonight.

"That's enough," Kisame grunted, as he pushed Itachi's body off him.

Reluctantly, Itachi pulled his mouth off of Kisame's cock, and a string of saliva followed after him. Unable to help himself the older ninja smiled slightly and pulled the other male in for a kiss. Each of them could taste themselves on the other male as their tongue's danced together in a slow rhythm.

"I want you now Itachi, I don't think I can wait much longer," Kisame mumbled into the other's lips.

Completely understanding what he meant, Itachi spread his cheeks with his hands and then he slowly impaled himself on Kisame's cock. Both of them let out loud moans at the sensation, one being completely filled and the other filling him.

It felt like Kisame's cock in a vice grip as Itachi's hole twitched and adjusted to his length. Almost against his will, Kisame arched him back, bucking his hips at the same time and pressed himself deeper into his younger lover.

The ivory colored boy let out a weak cry, but continued pressing down until Kisame was buried in him completely. Itachi sat there for a few moments, allowing each of them to adjust to the sensation. When he finally began to move, the smaller boy moved at a slower, gentler pace.

Tight hands gripped his waist, helping Itachi move, until Kisame was sure he could do it on his own. This was the first time Itachi had ridden him, and it was a sight to behold. Almost as if they had a will of their own, blue hands moved up into Itachi's hair and pulled out his ponytail so his hair cascaded around his shoulders in an almost ethereal way. All breath was stolen from Kisame's lungs as he took in the sight of his beloved Itachi.

A face that was flushed pink, eyes closed in pleasure, a hard cock standing straight at attention against his belly, sweat already clinging to his body, and his hair falling down his back in such a beautiful way; Kisame had never seen such a gorgeous man and he wished he could preserve this moment forever.

As Kisame enjoyed the sight of his beautiful lover, Itachi became accustomed to the new position and began to move faster. With skill that was unbelievable for the first time doing this, Itachi moved up and down, grinding himself against Kisame as hard as possible. Appendages wound their way through the damp locks of the Uchiha and brought him down into a messy kiss with the blue ninja.

Kisame met Itachi thrust for thrust, striking his sensitive prostate with almost every strike. He couldn't believe how fast he wasn't already approaching his peak and they hadn't been going at this for very long. Maybe it was the way Itachi's body eagerly sucked in his cock or the way it tensed around him, or maybe it was just because it was Itachi.

"Touch me," the younger male whimpered pathetically into Kisame's mouth.

More than happy to give Itachi anything he wanted, the older male gripped Itachi's leaking cock in his hand. He began to rub it in time with their thrusts, and pretty soon everything became erratic. Itachi lost sense of everything except the way Kisame's skin felt against his, and all the loud noises that were coming from his mouth.

Kisame's thumb rubbed across the top of Itachi's cock, occasionally pressing into it, drawing out more pre-cum every time. The younger male knew it wouldn't take much more to send him over into the edge of blinding ecstasy, and he wanted release more than anything at the moment. Becoming increasingly desperate, Itachi began to blindly hump Kisame's lap, just looking for sweet release.

All it took was one more swipe over the head of his cock, and a deep thrust, pressing into the sensitive bundle of nerves in his body, before Itachi was cumming in his lover's hand with a loud scream of Kisame's name. His partner grunted loudly, as he continued to thrust in and out the younger male's body, trying to obtain his own release. It didn't take much for him either, with the way his cock was being constricted by Itachi's ass. Kisame clung tightly to Itachi as he buried his seed in the boy's ass.

When Itachi was done coming down from his high, he slumped against Kisame's chest, lying in his own seed. He could still feel Kisame inside of him, and he had to admit he did enjoy the feeling.

"I'm sorry if that's not what you had been wanting or expecting Kisame," Itachi mumbled weakly, suddenly ashamed of his lewd behavior.

Kisame just smiled as he brought his hand up and licked off all of Itachi's semen, savoring the flavor.

"It was so much better," Kisame responded, completely sated.

Itachi looked up at his lover and smiled softly as he looked into the tired eyes of the older male.

"I love you," the ivory skinned boy said after a few minutes of silence.

Kisame's eyes widened in shock, and he just smiled happily at his younger lover.

"I love you too Itachi. So much," he said before leaning up and kissing the younger boy passionately.

Itachi contentedly returned the kiss, before breaking away.

"I'm tired, you really wear me out," the Uchiha mumbled snuggling down into Kisame's chest.

"Get some rest babe, we'll clean up later," Kisame said, before leaning down and bringing the blanket up and covering their nude bodies.

Each male fell asleep locked in the arms with the one he loved.

A/N: oh my gosh guys it's finally done! This has been waiting to be completed for like a year XD I just never really got around to finishing it until now because I want to stop being so lazy about my writing and actually finish some things. I'm sorry that it kind of changed from like really lovey dovey to desperate holy crap…and the tense changes..i'm terrible about that crap and I can't really write in third person =[ oh well I just need to practice. Anyways, I hope you guys enjoyed this and please lease a review on the way out. Make an author's day =]