Disclaimer: I do not own any of the Ouran Host Club characters. They belong to Hatori Bisco. I am just borrowing them for some enjoyment.

A/N: There is some slight OOC going on in this story but I'm hoping that because it takes place at least a year later that they've matured and changed just a bit. I have used mostly scenes from the Anime for past references, though I do like some scenes better in the manga over the anime and vice versa. The final episode of the anime is mostly what I've used. So, I hope you'll enjoy this story. It's my first Ouran High School Host Club but certainly not the last. Enjoy!!

I'm afraid I had to delete the story completely and resubmit it. All of the reviews I had are gone but chapter two does work now. Hopefully when chapter three is ready to go, there won't be a similar problem. There are only three chapters and an epilogue but I really don't want to have to keep deleting the story just to get all the chapters uploaded.

Chapter One

"Lift your head a bit."

"Like this?"

"Perfect."

It was silent in the room for a moment before Haruhi Fujioka sneezed.

"Sorry, Sempai," she sniffed.

Kyoya Ohotori sighed but just shook his head. Reaching into his back pocket he produced a white handkerchief with his name monogrammed on the corner.

"Here," he said, handing it to her.

"Thank you." Haruhi quickly blew her nose and looked at it for a moment before raising her eyes back up to his. "Do you want it back? Because I could take it home and wash it when we're done."

Kyoya gave a small smile and nodded. "Keep it if you'd like. I have several others."

Kyoya returned to his project, his smile widening as he heard Haruhi's distinct mutter of 'Rich Bastard'.

"How's it coming, Sempai?" Haruhi asked ten minutes later.

Kyoya stepped back and regarded the painting in front of him. Haruhi stood against a short white pillar of Romanesque style. Her gown was a beautiful waterfall of shades of blue. Her short mahogany tresses were graced with small morning glories and yet the subject as a whole was purely erotic. Perhaps it was the fact that Haruhi's expression had a very 'come hither' look and the gown was clinging to her small body with all it's might yet losing the fight to gravity. Kyoya still had a difficult time reconciling the fact that Haruhi had agreed to pose for his paintings, much less in these exact ways.

He'd decided to take an art class his final year of high school at Ouran Academy. Students were encouraged to take at least one elective class over their three years of high school. Many of the young men signed up for the rougher martial arts courses while many of the young women chose flower arranging or music. Kyoya, knowing he was not musically inclined nor physically strong enough for Kendo or Karate, had chosen to continue his art lessons that had begun at home but had not really gone anywhere. He'd taken painting and drawing lessons as a child and had preferred the painting. He'd shown remarkable talent at the tender age of eight but as he'd grown older and only his sister had shown any appreciation for it, he'd stopped the lessons and put his paints aside to grow dust in his closet.

Yet, last year, when Haruhi Fujioka, scholarship commoner extraordinaire had shown up at the Third Music Room to study and invariably became roped into the Host Club's world, Kyoya had slowly developed the desire to paint again. The cos-play costumes that were required for the weekly Host Club themes had caused Kyoya's inner muse to run away with him as he'd look at the only female member of the club. Haruhi, despite her common background, had the bearing at times of the richest of them all. Her skin was like porcelain and with the right amount of make up she was rather beautiful. Oh, she'd never have the grace or real refinement of the spoiled nobility of the upper class girls that attended Ouran Academy, but there was something about Haruhi that just caused her to out shine all the other women. It was that inner light that set Kyoya's hands itching for a paint brush or even a pencil to sketch out the images that flooded his mind.

So, when he moved up to his Senior Year of high school and realized he still needed that elective class, he'd signed up for painting. He decided then and there that he would use Haruhi as his subject for as many of the projects as he could. Landscapes and bowls of fruit or vases of flower arrangements were all well and good, but Kyoya knew that using a live model was the best way to capture the subject's essence.

Yet, Kyoya had yet to find a time or even a reason to explain to his fellow Host Club members, especially his best friend Tamaki, as to why Haruhi was his model for nearly every painting. Of course, that might also have to do with the fact that the rest of the club members didn't actually know Kyoya was using Haruhi as a model. He'd managed to keep that little fact a secret from the rest of the club and he knew Haruhi would not yield up that information unless she was asked. It did not benefit Kyoya in any way to reveal what he and Haruhi were doing so often on the weekends or after school when there were no Host Club meetings.

Ever since the awful Ouran Academy Fair last spring, Kyoya had begun to develop feelings for the little commoner. After all, who wouldn't after being so wonderfully defended to from their callous father? Kyoya knew that Haruhi was most likely defending him as a friend; hell, she'd probably do it for any of the other Host members if the moment had been different. But the fact that she had stood up to his father and put his qualities and efforts out for his father to see, that had left a warm feeling in the Shadow King's rather cold heart. And so, he'd set about paying closer attention to her. Striving to learn all her likes and dislikes, albeit secretly. It wouldn't do to have her find out what he was doing much less the other members, two of which would strike out in jealousy. Kyoya guarded his findings like a thief and used them to his advantage only when absolutely necessary.

So, when the art professor assigned a project in which the students were to do a subject in yellow, Kyoya had corralled Haruhi into a corner outside of the Third Music Room and put his request out in the open.

"My professor has assigned us to do a painting using yellow as the focal color. The subject matter is up to us. If you have no objections, Haruhi, I would appreciate it if you would volunteer to be my model. Think of it as paying back some interest for your debt?"

"You're kidding, right? You told me my debt was paid off after I spoke with Éclair. Is there some other debt I'm not aware of?" Haruhi had demanded.

"Not that I am aware of, no. However, should you decline the request, I will be forced to find a different model; someone whom I have either never worked with or know to be extremely difficult and that could potentially be detrimental to my project, causing me to fail the assignment and therefore possibly fail the class and it would be your fault for denying me the use of your body."

Of course, it was at that exact moment that Tamaki had walked by and overheard Kyoya's last comment. It had taken much persuasion and reassurance on both Kyoya's and Haruhi's part to calm the enraged young man. Kyoya had been a little surprised that Haruhi had not actually told Tamaki that Kyoya had asked her to be his model but instead that he was asking her to help him with a school assignment that required physical labor and that Kyoya was just wording things badly. Kyoya had not been pleased with that comment but had let it slide when Haruhi had turned to him and agreed to help him as long as it didn't interfere with her own studies. Kyoya had accepted right away and smirked as she and Tamaki entered the music room arguing.

That had been the first of many assignments Kyoya had asked her to pose for him. Now as he looked over his current piece, he felt a warmth flood his chest. It was most likely his best piece yet.

"Well, Kyoya-sempai, how does it look?" Haruhi asked again.

Kyoya looked over at her. Should he let her see this one? He'd never let her actually see the finished pieces before, claiming that there was no real need for her to see them. Should the professor deem them worthy of showcasing them to the public, then and only then would she see the finished pieces. Otherwise, they would remain in his professor's art room for grading and then be brought home to be dealt with appropriately. He suspected Haruhi thought he trashed most of the pieces but he wasn't about to reveal to her that he had turned one of the rooms in his wing of the Ohtori mansion into his own private art gallery. No need to reveal that he appeared to be becoming a stalker or crazed fan much like the young women to whom they hosted. But gazing at the completed piece in front of him, Kyoya knew that he couldn't keep this one from her. Maybe it was even time he started showing her all his completed pieces. Maybe they could reveal the feelings he had for her deep in his heart?

"Would you care to see it?" he asked quietly, rinsing off the brush.

"Really, you mean I can actually see one?" Haruhi exclaimed in surprise.

"Well, I feel this is one of the best and I believe it requires a second opinion before submission," Kyoya explained. "After all, if I turn in shoddy work, I won't receive the grade I should and then you will be to blame for being a poor subject."

Haruhi growled as she shifted the dress into a better position on her shoulders before marching over to see the portrait. How could he be so cruel? She was kindly volunteering to be his subject matter for these blasted projects and he wouldn't even let her see any of the finished pieces, yet blamed her if they didn't come out right. He was the artist, it was his talent, not hers, damn it!

Haruhi had always been rather surprised and a little flattered when the Shadow King had approached her and, well he claimed it was requested but she knew it was demanded, she be his model for one of his art projects. Of course, being Kyoya he twisted his words enough to make it seem it would be her fault if he failed the project. So, despite being a bit miffed at his reasoning, she'd agreed. And she had not really regretted it after so many other projects. In fact, she actually enjoyed doing it. Oh, sure she got stiff from standing or sitting or lounging in various poses for hours on end, but when she had occasion to, she'd watch Kyoya work and had come to realize that he was actually enjoying himself, too. He'd become relaxed and work with a small almost content smile on his face.

She enjoyed watching him and sometimes they'd even talk about this and that. It had surprised her when he'd admitted that he had been painting since he was a child but had given it up when there didn't appear to be any merit to it. Why she was surprised to hear that when it was such a Kyoya answer, she didn't know. But she was pleased to know that she was contributing in however small a way, to his desire to paint again. It was like seeing a side of Kyoya that she suspected not many people ever saw. Tamaki probably knew this side but what about the other host members? Haruhi sometimes thought that Huni-sempai and Mori-sempai knew or at least suspected there was this side to Kyoya but they were gone now that she was seeing this side. Haruhi missed the cousins even though they'd stop by every now and then. Perhaps she'd ask them the next time she saw them. The twins, Haruhi knew, wouldn't really care too much about this side of Kyoya. To them, it didn't matter because he never showed it to anyone. Why have something if you weren't going to use it, they'd want to know. The two new recruits didn't know Kyoya well enough to even begin to guess at another side to the Shadow King.

Now, as Haruhi made her way over to the canvas, she felt a bit apprehensive and excited about seeing the final piece. This would be, in a small way, a reflection of how Kyoya actually saw her. After all, all pieces of art had a bit of the artist's feelings inside the piece. Of course, there was also the possibility that Kyoya, with his very literal mind, saw her just the way she is and it would be like looking at a photograph or into a mirror. A reflection or captured image with no soul. But Haruhi quickly pushed that thought aside. Despite Kyoya's rather sedate personality, she knew he could get very passionate about something. After all, she'd witnessed it several times over the year and a half that she'd known him. His little episode at the commoner's mall and the spring fair were just a couple. Plus, when he'd explained how he'd first met Tamaki, there'd been passion from him in his anger at the blond idiot. That had actually been one of the first times Haruhi had seen this other side of him. He'd spoken of his friendship with Tamaki with fondness and the fact that he'd revealed so much to her about it, had made Haruhi respect and appreciate Kyoya as a friend and person even more. After all, what had started out as a business venture, so to speak, had turned into something with far more merit to Kyoya than money. He'd gained his first real and true friend and Haruhi knew that without Tamaki, Kyoya wouldn't really be able to cope as well anymore. She'd seen him nearly break down when it looked as though Tamaki was leaving the Host Club for good to return to France to marry Éclair and see his mother again. Haruhi hoped to never see that broken look upon Kyoya's face ever again. No, Kyoya was filled with passion and love for his friends so unless he just didn't have the talent, Haruhi knew the painting would have a soul.

So, taking a deep breath, Haruhi stepped around the canvas and gazed at the portrait.

"Oh, wow, Kyoya, is that how I really look?" she breathed. Her eyes widened in shock at the woman in the painting.

"It's how I see you, yes," he answered softly. His gaze focused solely on her.

Haruhi couldn't get enough of the portrait. There she stood leaning against the short white pillar turned mostly away from the artist, gazing almost seductively towards the view over her bared shoulder. The gown spread out and around her like a waterfall and hinted at what lay beneath. The lighting was soft and gave it an almost dreamy look except for her eyes. Her eyes were done in stark colors that made the viewer believe he was the only one she was looking at, drawing him in for seduction. The fact that there was no real background except for a black finish, allowed the image of her to pop out of the canvas. The eye was drawn to her and only her. Haruhi didn't think she'd ever looked this beautiful. She caught a glimpse of herself in one of the many mirrors around the room and looked at it, then back at the portrait. There was no comparison. The mirror reflected a pretty girl playing dress up. The portrait reflected a grown woman out for a night of sex. Haruhi swallowed at that thought.

She turned her eyes back towards the young man standing next to her. His dark grey eyes flashed with something behind his glasses.

"This is how you see me? As a...a… I don't know, a whore maybe?" she demanded incredulously.

"No, not a whore, Haruhi. That would be an insult to you. No, you are something much more refined. Something whores only dream of becoming: a true lady of worth; a lady of experience without being vulgar. You may in truth be an innocent but there's something very seductive about you that comes naturally but unknowingly. I don't think you even realize how sexual you are but we know it. I know it. And I've put that knowledge here, into this painting and into every painting I've done of you. And yet, even though I've managed to capture a tiny bit of that sexuality, I know I have not come anywhere near to gaining all of it. Only you have the ability to give it, Haruhi. And greedy bastard that I am, I want all of it."

Kyoya turned fully to face her. His eyes gleaming with his desire as he gently lifted a hand and traced a finger softly down her cheek. Haruhi didn't know whether to run screaming from the room or lean her head just so into his warm palm. Kyoya made the decision for her. Reaching out with both hands, he cupped her face and brought his down to hers, capturing her lips in a soft kiss.

Haruhi gasped and Kyoya took advantage of the opening. His tongue swept out and into her warm mouth. Haruhi moaned as his tongue tangled with hers, as it swept about her mouth tracing her teeth and lips. Kyoya smiled against her mouth as she fisted her small hands into the soft, albeit expensive, material of his shirt.

One of his hands moved from her face and drifted slowly down her neck and further down to her shoulder where he played with the sleeve for a moment before carefully pushing it down. He moved his hand around to her back and with a bit of fumbling, unhooked the hooks keeping the dress on.

Haruhi pulled back from the kiss and clasped his arm in a firm grip. "Kyoya-sempai, what are you doing?"

Kyoya looked at her for a moment. "I believe I am kissing you, or at least I was before you stopped me."

"Oh."

"Do you not enjoy my kisses?" Kyoya asked, nibbling her jaw.

"They're rather nice kisses, Kyoya-sempai. Though I don't have much to compare them to," Haruhi gasped, tilting her head back so he had better access.

"I'm very glad to hear that, Haruhi. I'd hate to think you've been distributing kisses willy-nilly. I'd like to keep them all for myself. They have great value to me, I've discovered," Kyoya growled as he gave Haruhi's jaw a nip.

"That's rather greedy of you, sempai."

"Kyoya. Drop the 'sempai'."

"Alright, Kyoya," Haruhi sighed, threading her fingers through his midnight locks.

Haruhi caught a glimpse of the portrait again and it was as if it suddenly told her everything. It was as if she suddenly heard the hidden meaning behind Kyoya's words earlier. This wasn't the first portrait he'd done of her, she knew but since this was the first one she'd ever seen, she only had his word to go on that the others were just as suggestive. She knew what she'd worn for those portraits and how she'd posed. If those other portraits were anything like this one, then he viewed her as a woman; a rather beautiful woman. And if his actions towards her right now were any indication, he found her a very sexually stimulating woman; one he was currently trying to remove the clothes of.

"Kyoya, before we continue, just clarify one thing for me: are you trying to have sex with me because you have feelings for me or is this like at the beach house last year? Do you merit something from this?"

"That depends. If I ask you to only give me your kisses, say yes to the first part and no to the second, will you let me remove your dress?"

"I'd like to actually hear you answer. Truthfully please. I may be a commoner, but that doesn't mean I'm common and will just spread my legs for anyone," Haruhi huffed.

Kyoya froze and pulled back. His glare was rather frightening as he aimed it at her. "Let me spell it out plainly for you, then. I love you. I am sexually attracted you. What I gain from being with you is someone I don't have to worry about keeping up appearances with. I can be myself. I gain you, someone to talk to about my worries, my dreams, and my desires and know that you're actually listening and will do whatever you can to help me. Yes, you're a commoner but I have never seen you as common, Haruhi. Have I ever given you the impression that I thought so?"

"Well, that night at the beach house comes to mind and the mall," Haruhi muttered.

Kyoya growled and pulled away from her. He turned and glared at the painting, his hand running through his hair in frustration.

"I don't believe this. I go through all the trouble to show you the painting and admit my feelings and you throw it all back in my face. Tell me once and for all, Haruhi, do I have a chance with you or should I just gather what dignity I have left and go before I make a bigger fool of myself?" he demanded.

Haruhi looked at him and then shifted her gaze to the painting as well. It really was very beautiful. Haruhi took a deep breath and stepped up to Kyoya.

"Kyoya, I don't know if I love you, too, but I do know I really like you. I've enjoyed working with you in the Host Club and here as your model. I have seen a side of you that you don't normally show even when we're alone with the club members. I know I find you attractive and I guess if I go out with you, then I'm sure I can love you, too. If you really want to be with me, then I'm willing to be your girlfriend, Kyoya," Haruhi said softly, taking Kyoya's hand and holding it against her chest while placing her other hand upon his cheek.

Kyoya turned and looked down at her. "Then I will make it my goal to get you to love me. We Ohtori's always get what we want," he said with a smirk.

Haruhi smiled back and turned to look at the painting again. Looking into the painted eyes, Haruhi almost felt a touch of jealousy. Had Kyoya painted any other girls for his projects?

"Are there other girls?" she whispered.

Kyoya blinked and then his knowing smirk spread further on this face. "Jealous?" he purred.

"I don't see why I should be," she replied with a slight toss of her head. When had she become so snobbish, she wondered. She was acting like one of the customers! She turned and focused her eyes onto his. "I can be very fixated on something, too, you know?"

"Just as long as you're fixated on me, there won't be a problem."

Kyoya knew the moment had passed. But, the day wasn't a total loss. After all, he had admitted his feelings to her and in return she had agreed to become his. He knew he would have to work hard to make her love him but perhaps he wouldn't have to try too hard.

"Come on, let's clean up and I'll take you home," he said softly.

Haruhi nodded and turned to go change. Kyoya reached out and pulled her back into his arms, his lips crushing almost painfully against hers in a heated kiss.

"Wow," she breathed when they separated.

"Come to my house on Friday," he breathed. "I have something to show you."

Haruhi looked into his eyes for a moment, then smiled and nodded.

A short while later, Kyoya helped Haruhi out of the limo and walked her up to her door.

"Thank you for bring me home, Kyoya. And I look forward to Friday," Haruhi said with a smile.

"You'll pose for my next project, right?"

Haruhi laughed and said she would. Kyoya smiled triumphantly then leaned down and captured her lips in another kiss. When the outside light came on, they parted and Haruhi went inside. Kyoya turned and headed back to the car. Yes, he decided, having Haruhi as his girlfriend would definitely be beneficial to him in the long run. And as an Ohtori, he went after what he wanted 100% and achieved that goal. He had everything to gain and just as much to lose should he fail.

A/N: So this was originally going to be a one shot but Kyoya and Haruhi had minds of their own and refused to cooperate. I know they're a little OOC but perhaps if they'd allowed me to keep this as a one shot, they'd be so OOC that you'd never recognize them. So, I guess in the end, their forcing me to make this a multi-chapter story is for the best. Thanks for reading and keep an eye out for the next chapter!

Celticreeder