Pale Memories

Disclaimer: I don't own any part of Death Note. If I could, L would be all mine. Anyway, it was originally suppose to be a MelloXMatt story, but the Mello in my mind has a different rewrite for me. Just read and you'll understand.

Mello pounded himself into Matt as he gripped the staining sheets beneath the redheaded gamer. Matt moaned and squirmed feeling every part of him being stretched out. Sweat and pre-cum covered the couple as Mello started to pump Matt's member. The pace sped up until Matt could feel himself coming quicker through the head of his shaft. In less than two seconds, Matt screamed as his flesh erupted between the sweat-soaked bodied. Mello did one final groan and finally pulled out and unloaded on the bed. Matt was left breathless and quivering as he slowly pulled the messy comforter over his body. Mello looked over as Matt fell asleep in no time at all. Mello was exhausted, but he got up and headed to the shower. The hot water slowly pierced his skin as another thought came to his mind.

'Near. You used to scream like that when we were young,' he heard himself say. He remembered the pale face that stared at him from the corner of their room when they lived at Wammy's House. As Mello left the bathroom and got comfortable in the bed, visions of the little pale boy came haunted his mind until he fell asleep.

'He thinks he's so smart. I can't believe they think he'll succeed L,' Mello thought as he watched Near play with his action figures from across the room. Mello hated Near the first time he moved into Wammy's. Every chance he gets to be smart, Near would be smarter. Mello was always trailing behind the small boy in everything. All in all, Mello hated Near. But there was something that captivated the blond boy. The two shared a room and at night, Mello would still be wide awake mostly eating chocolate. He would see Near sleeping in the bed only a few steps away from him. One night Mello got up and tip toed over to the side of Near's bed. He bit into the chocolate bar he held n his hand as he watched the white-haired boy slumber. His free hand reached out to the sleeping boy until Near slowly turned over on his back. Mello watched Near's chest moved up and down as he breathed without a sound escaping from his lips.

'I guess he is…kinda cute. In an annoying way,' Mello thought as he swiped a lock of white hair from his forehead. Mello felt a slight smile come to his face as he turned around and went to his bed. The whole night, Mello laid facing Near in his bed until he fell asleep with a mischievous smile on his face.

"I know a way to beat you. Just you wait, Near."

The next day, Mello went to his room and saw a small figure huddled on the floor between the beds. He walked over and discovered Near putting together another complicated white puzzle. Mello stood quietly watching and it seemed like Near noticed him without turning around. Near was almost done and only needed one last piece to complete the white square. Near looked around him for the last piece but didn't look at Mello still standing near him. Mello looked down at his feet and saw a white puzzle piece under his foot. He picked it up and walked over to Near still looking for his puzzle piece.

"Um…is this the piece you're looking for?" Mello said with the puzzle piece flat in his palm. Near looked up at Mello with a small smirk on his face and slowly reached for the tiny white piece of cardboard. Mello looked away with a slight blush on his face as he felt Near's smooth hand grab the last piece. Near put the last piece in the puzzle and smiled like any other kid would have smiled when they were done with something.

"Thank you Mello. You really are helpful, you know," Near said as he gave a little grin and looked at the tall blond from the corner of his eye. Mello was about to walk out of the room until he felt tiny fingers wrapped around his wrist.

"You don't have to leave because I'm in here. Do you wanna play with me," Near whispered still looking down at the floor. Mello looked shocked as he glanced at the pale boy with a slight redness to his cheeks. Mello thought Near didn't like him and thought of him as only second best. But now here was the same boy asking for a playmate like a lonely child.

"You wanna do another puzzle? I have one of a race car if you want," Mello suggested as he sat down next to him. Near gave a little nod as Mello dug through a trunk for the puzzle. All day, they played with the puzzle and talked about everything. Mello couldn't help how cute the little albino looked in his white button down shirt and bluish green jeans. Every time he looked up at him, he would be twisting his short white hair between his fingers. It was to a point where he couldn't take it anymore. It was time to prove himself to be the best at something Near couldn't imagine.

"Do you wanna piece of chocolate?" Mello asked unwrapping a chocolate bar and breaking it in a few pieces. Near gave a little nod as he felt Mello closer to him then before but kept putting down puzzle pieces. Without any warning, Mello grabbed the sides on Near's head and forced a kiss on his thin lips. Surprised was not enough to explain how Near felt when those soft lips came crashing down on him. Mello forced the boy to part his lips and slid a small piece of chocolate into Near's mouth. Mello moved the chocolate to the side as his tongue coiled around Near's limp tongue. Near didn't move a single inch as he felt Mello's arms wrap around his waist and pulled him tighter into his chest. Near couldn't help but enjoy it a little, especially with a piece of chocolate in his mouth. Mello pulled back slowly and he looked at someone without emotions look completely shocked. Just with that sight in mind, Mello gave a seductive smile and caressed the warm cheeks. Near was still paralyzed in shock at the sweetness of this form of intimacy. It was strange, but it wasn't the chocolate that tasted sweet to him. Mello leaned in again and flicked his tongue against the nape of Near's neck as he pulled him in even closer. Near couldn't help the electrifying sensation that ran through his limp body. The small boy soon found himself on his back as Mello hovered above him.

"Near…I bet I can prove to you that I'm better at something than you. Do you wanna test me on that?" Mello whispered in Near's ear. The cool breath from Mello's words blew through Near's entire body. He didn't know what to do or say, but he didn't want Mello to be better than him in any way.

"W-what are you better at…than me?" Near quivered with a trace of curiosity in his voice. Mello flashed a seductive and eerie smile as his kiss left a trail around his thin, pale neck. He started to undo the buttons on Near's white shirt and licked at the hardening nipples as if they were white chocolate chips. Near had a firm grip of the blond hair that tickled his chest. Mello moved lower until he reached the top of Near's greenish blue pants. Mello forcefully yanked the pants off and threw them in a corner. Near had a face redder than a strawberry when Mello knelt down and rubbed his hand against the small bulge beneath Near's underwear. Mello pulled down the last piece of clothing that covered Near besides his unbuttoned shirt. Mello smirked at the sight of Near's hardened member as his tongue flicked at the head. Near let out a pleasured moan as Mello licked from the bottom of the shaft to the tip. The blond teen fit the piece of flesh in his mouth and wrapped his tongue around the shaft.

"M-Mello...what are you doing? This isn't…right," Near tried to say as his mouth went dry. Mello smirked against the sensitive skin and looked up at the blushing genius.

"I'm proving that I'm better than you, Near," Mello whispered with his warm breath sending a shiver down Near's spine.

Mello went back to the pre-mature cock in front of him and licked at the drops of pre-cum that started to surface. Near's face was beat red and sweat covered every inch of his body.

"Cum for me, Near. You know you want to so you might as well give in," Mello said between small nibbles on the shaft.

"Ahh…Mello…please stop," Near yelled as his nails scratched the hardwood floors. Near's head began to spin until he let out one final scream before erupting in Mello's mouth. Near was breathless as he finally came and Mello crawled up to his face. Mello's evil grin showed all over his face and even glowed in his baby blue eyes.

"See. I told you I was better than you this way. You lose, Near." Mello whispered in the boy's ear as he finally blacked out from exhaustion. Mello got up and picked up the passed out Near and tucked him into his bed. He threw the messy clothes he wore in the dirty clothes basket and looked over at the sleeping child. A kind smile came across Mello's face and he walked over to the bed and placed a small kiss on Near's thin lips.

Mello slowly began to wake up as the sunlight brightened up the bedroom and felt Matt's arms around his waist. Mello stretched out trying not to wake Matt still soundly asleep.

'So it was a…dream?' Mello scratched his head and wondered. He soon looked down at his hardened member built under the sheets. He slowly got up from the bed and went to the bathroom to take care of the little "situation". As he started to pump away the results of last night's dream, the thoughts of the white-haired boy came into his mind. Just thinking about the whimpers Near made years ago made him squirm in delight. The pace quickened and pumped even more than before. He soon found himself calling out Near's name even without an ounce of breath in his body.

"Keep going, Near," Mello moaned to himself as he felt his release approaching. With one final jerk, his build up ecstasy finally released itself on the linoleum floor. As Mello dropped to his knees from exhaustion, a smirk came across his sweat-beaded face.

"I've beaten you, Near. I'll win again, too. Whether you like it or not."