Xion had only been home for a few minutes, but she was so hungry she didn't waste any time making herself something to eat. She still had her work clothes on, but comfort was a luxury that could wait until her stomach was full. She microwaved some leftover pasta from last night's dinner.

Xion lived on a compound along with Sora, Roxas, Namine, and Riku. Axel and Kairi came to visit so often that they might as well live there too. But Xion was new, and she didn't quite know her way around the place yet.

It was just after 6pm. She knew Riku was asleep, he worked nights so this wasn't unusual. Roxas and Namine had dinner reservations for that night so they wouldn't be back for hours. Axel and Kairi were out of town tending to a school related conference. So that left Sora.

She went to her wing of the compound and changed into her favorite black shirt and grey sweatpants. She figured she'd take a walk around the compound to familiarize herself of the layout. Grabbing a small sketchpad and pen to take notes on, she headed out.

About halfway through her walk she came across the gym. "I didn't even know we had a gym," she said to herself. Curious, she entered the doors. A quick look around let her know she'd found the back door, and she heard the sound of equipment being used coming from the front of the building. She walked a little and stopped. It was Sora.

'So that's where he is,' she thought. Xion had always had a small crush on Sora, and she quickly had to catch herself when she realized she was looking at him a little too long.

Sora was dressed in a white t-shirt and blue basketball shorts. He was running on the treadmill with his back to her. After a few moments of watching how his hair bounced in time with his steps, Xion started to feel like a stalker so she made to leave, but a frustrated groan from Sora caught her attention and she turned to see what was wrong.

Sora had placed his feet on the stationary sides of the treadmill, the conveyor portion still moving. He was panting from the exertion and his head hung low between his shoulders. Shutting the machine off, he shook his head, sighed dejectedly, and turned to walk toward the benchpress. It was then that Xion's eyes nearly popped out of her skull.

She had realized what was making Sora frustrated. There was a very prominent protrusion in the front of his shorts. The looseness of the material left little to her imagination as it swayed from side to side as he walked.

Making a mental note that Sora liked going commando, Xion started having a multitude of racy thoughts. Sora lied down on the bench and sighed deeply before beginning his next exercise. Xion cursed the fact that she wasn't closer to him. She wanted a better look. She wanted to see his muscles flex and relax under the barbell. She wanted to hear him grunt and strain to finish his set when his arms got tired.

Her last wish was granted, sort of. Sora grunted alright, but it seemed to be more out of anger than anything else. He stood up again, and Xion saw that his problem hadn't gone away.

He rubbed his forearms and shook his hands before grabbing the pull up bar and bringing his chin above the metal. Needing more leverage, he swung his hips forward and tried again, but he stopped. A moan of neither frustration nor anger escaped his lips. Something about moving his hips in that way left him unable to continue. "Ooooh-kay, let's not do that," he muttered before letting go of the bar and dropping to his feet.

Sora sighed again. He grabbed a towel from a duffle bag that Xion was just now noticing on the floor and wiped some sweat from his face and neck. Xion went from not wanting to be a stalker to not wanting to be a bystander. The urge to be near him was becoming a little much for her to handle. She steadied herself and stepped from behind the doorframe.

"Hey, Sora!"

He jumped a little and turned around.

"Xion!" he exclaimed. His blue eyes lit up with excitement and genuine happiness. His trademark smile drew her in. For a moment she forgot why she'd gotten his attention in the first place. A quick glance at his crotch fixed that.

"What brings you here?" he asked.

Xion shrugged. "I was trying to get familiar with this place and I ran into you," Xion replied.

"Really? I didn't hear you come in," he said, mildly confused.

Xion shrugged again. "You seemed busy so I didn't know if I should bother you," she paused. "Besides, I couldn't help but notice your...not so little problem."

Sora pressed his lips together and lowered his eyes. He nodded a little. "Yeah," he said, a hint of bitterness in his voice, like he was talking about someone he didn't like but was forced to tolerate. "It tends to do a number on my concentration."

"Well," Xion chimed in. "I was thinking I could help take your mind off things. Y'know, so you can finish your workout."

"Alright," Sora responded. "Umm, well pushups are next on my routine and I'm not sure how...what are you doing?"

Xion had found a spot on the floor and was lying flat on her back. "Come on, you said you had pushups to do," Xion explained, her tone logical and simple.

"..You want me to-"

"Mhmm," she nodded. "You can have something to look at, we can talk, maybe get you out of your own head."

Sora eyed her curiously, but he didn't object. At this point, any excuse to be near him was enough for Xion. She knew he didn't feel anything special for her. He was probably thinking of Kairi or even Namine before she made herself known. Her hair wasn't fiery red or platinum blonde. There wasn't anything inherently special about her. She was quiet and spent most of her time observing the others go about their lives. Granted, she'd led a bit of a rebellious streak before moving in to the compound, but she was calmer now. And that was just fine with her.

Xion looked up at Sora as he positioned himself on top of her in preparation for his push ups. "You sure about this?" he asked. Xion nodded again. Sora shook his head in amusement. "Okay then."

Xion may have underestimated how difficult it would be for her not to reach out and touch him. She was thankful he wasn't looking directly at her when he started talking after his first set of reps.

"Are you liking it here?" he asked. The sheer closeness of their bodies let her hear mild tiredness in his voice.

"Yeah. All of you are really nice. It hasn't been long but I'm finding it hard to think what my life would have been like if I hadn't ended up here," Xion replied.

"Well I'm glad," Sora said with a smile. "Wanna see a trick?"

Xion raised an eyebrow. "A trick?"

Sora nodded. He held himself up with one arm and placed the other behind his back. He resumed his set, going a little slower, but showing no signs of strain.

"Showing off, are we?" Xion teased.

Sora chuckled. "Maybe a little. Hey you were right. Maybe now I can actually finish my workout."

Xion smiled. She was grateful that she was able to help, but a little disappointed that speaking with her caused his erection to dissipate.

Or at least, she was disappointed until she quickly glanced down at his crotch. It looked as if it was pointing directly at her. She didn't even notice when Sora switched arms. He tore her from her thoughts again.

"What's wrong?"

Xion was suddenly feeling mischievous, her rebellious side slowly making its way to the surface.

"Nothing," she began. "Just thinking about showing you a little trick of my own."

"Is that so?" Sora asked, intrigued.

Xion looked up at him. "But you have to close your eyes. Don't open them unless I say so. No matter what."

"Okay."

"Promise?"

"Promise."

Sora obeyed, continuing his one-handed pushups. Xion slid down so that she was at eye-level with his "problem." She hooked her thumbs into the waistband of his shorts and pulled them to his ankles. Sora's breathing had gotten a little louder, and he'd stopped for a moment before hesitantly resuming, switching arms again.

Xion took a moment to appreciate what hovered above her. She gently ran a finger across the head, making Sora's breath hitch slightly. She lifted herself just far enough for his cock to dip into her mouth when Sora lowered himself to the floor. He gasped. Xion licked her lips. He was musky and sweaty from exercising, but Xion didn't care. It may have even encouraged her to go in for another taste.

Sora was going very slow now. He wanted to be sure what was happening was actually happening. Unless his senses were deceiving him, Xion was holding her mouth open and allowing him pseudo-facefuck her via pushups.

When the tip of his cock passed her lips Xion sucked with a little more pressure this time. She continued this for several moments. Sora had picked up the pace, lowering himself further and further into her mouth each time. Xion was now swallowing him intentionally each time he pushed. She heard his palm slap against the floor, one hand no longer able to support his weight alone. Her hands found their way under his shirt, fingers trailing along his abs.

After a while, Sora's pushups had stopped completely. He was now legitimately fucking her face, his hips doing all of the work. Xion placed a hand at his side and pushed. His leverage was disturbed, and he landed on his back.

"You can open your eyes now," Xion said, her voice heavy and sounding nothing like her.

Sora lazily opened his eyes. Xion was surprised. This was a look she'd never seen on him before. Even if she didn't have her hand around his erection she could tell he was aroused just by looking at his face.

"Why'd you stop.." he breathed.

Xion didn't answer him. Instead she lowered her mouth onto him again, prompting a gasp and a moan from Sora.

He seemed to have trouble figuring out what to do with himself. His legs moved restlessly around Xion's head. Every few minutes he'd sit up on his arms to get a better look at her, only to involuntarily throw his head back from a particularly skillful swipe of Xion's tongue.

Sora lifted his arm and rested it on his forehead as Xion worked on him. His hips would buck a little and he'd whimper or groan as a result.

Xion kept her eyes on Sora, only looking down to adjust her mouth or reposition her hands. His breathing was getting faster, his voice higher and higher.

"Oh god," Sora whispered. "Stop-" he managed to breathe in between gasps. He didn't want to ruin the experience by finishing in her mouth. "Xion, stop, sto-" Sora grabbed Xion's head with both hands and pried her mouth off of his cock. The suction was released with an audible pop. He held her head in his hands, his eyebrows furrowed upward in a helpless, panicked expression. His face was completely flushed, the heat making his spiky hair adhere to his neck at the ends.

Somehow Xion managed to take her eyes off the absolutely delicious sight before her to look back at his cock. She could see his heartbeat thumping at the base. The head had turned an unbelievable shade of red. His self control was impressive, but just as she was about to comment on how well he did at holding his orgasm off, a single drop of pearly white cum formed at the tip and trickled down the underside of his shaft.

This took its toll on Sora. He inhaled sharply through his teeth, his head falling backward. He gripped Xion's head even tighter. His fingers pulled just hard enough on her hair to make her close her eyes and mew contently.

Xion raised her eyes to meet Sora's again. She pressed her tongue against his shaft to catch the drop. She traced its path all the way back to the tip, planting a searing kiss when she arrived. Her actions had Sora gaping, his usually sky blue eyes now a cloudy navy. He gritted his teeth and swore before collapsing on his back again.

The sheer urgency of his suppressed orgasm was making its way up his abdomen and into his ribs. The sensation spread from his groin across his hips, and crawled up his lower back. He wasn't ready when he felt his dick touch the back of Xion's throat.

His gasping and panting resumed with a greater intensity than before. "Oh my god, Xion.." he whimpered. She must have sensed what was going to happen because she pulled away and proceeded to jerk him furiously. "Aaahh—shit! F-Fuck!" Sora groaned hoarsely. Xion's eyes were fixed on his face. She didn't want to miss a second.

Sora rose slightly from the ground, his eyes tightly shut. He was grasping hopelessly at the floor, finding nothing to hold onto. Shot after shot of cum erupted from his cock, landing on Sora's shirt, the floor, and covering Xion's hand. She could feel the force of each contraction against her fingers as she squeezed.

Sora fell onto his back for the third and final time. He looked as though he'd just ran a marathon. Given that he'd been exercising prior to the ordeal, he was probably exhausted. Xion surveyed his body as she waited for his shockwaves to subside. There was a small amount of sweat pooled around his collarbone. The spikes in his hair had fallen slightly, giving him a more casual appearance. His mouth remained open as he continued to catch his breath.

Xion wiped her hand on her pants and moved to lie down next to Sora. When he was able to speak, he turned to look at her, then immediately put both hands over his face.

"I'm so sorry Xion!" he muttered, shaking his head. Xion was genuinely confused. "S-Sorry?! For what? You did nothing wrong!"

Sora sighed. "I just. I hate it when I get like this, and it happens so often I-"

"Often?" Xion cut him off.

"Yeah. Anytime I work out. But I can't just not exercise, my training is too stressful for me to be out of shape," Sora explained.

Xion looked at him, curious to know more. "Does it happen during battles too?" she asked.

Sora sighed again. "Especially during battles," he said flatly. "Usually there's something more important that distracts me from it so it goes away. But when I'm in here it gets really...difficult, to control."

Xion smirked, picking up on the word he was trying not to say.

"Well," Xion began, getting to her feet and turning toward the door. "The next time things get...hard...for you to deal with. You can always call me."

Sora's eyes widened slightly and he swallowed hard. "O-okay," he managed to get out. Xion turned to give him a small smirk before walking toward the exit.

"Wait!"

Xion turned around completely this time.

"I can't at least return the favor?" he asked, sheepishly. Putting his hand behind his head and smiling awkwardly.

Xion smiled. "Maybe next time."