Everything in this story belongs to Rainbow Rowell!

I had finished reading Fangirl not too long ago and the sexual tension between Levi and Cath was just killing me, so I'm filling in the blanks!

This starts where one of the later chapters ends with Levi taking his shirt off in his room and Cath mentioning just needing to raise her arms to signal taking hers' off as well, so at the end of the chapter it mentions her raising her arms and then ends. So I'm picking up where it leaves off!

Enjoy and let me know what you think!

Then she lifted her arms up over her head and sent a shy smile toward Levi. He was always so caring, so patient with Cath and she loved that about him. Levi looked taken aback for a moment but quickly grasped the hem of Cath's shirt. He slowly lifted the fabric revealing inch by inch her cream colored body.

After tossing the shirt over the side of the bed, Levi looked at Cath's nearly bare body. Her skin looked flawless and smoother than any other surface humans could find on this Earth. An audible gulp from Levi echoed through the room while Cath's self-consciousness set in and she crossed her arms over her bra covered chest. She could feel insecurity rushing through her and lost just about all the momentum that lead to her to even allow this to happen. No one had seen her like this before, and she wasn't sure if she ever wanted anyone to ever again.

"I didn't- I shouldn't have…" Cath trailed off as she began to lean away from Levi and tried to untangled herself to climb off of his lap. Levi put one arm around her waist, pulling her back towards him and rested his other hand on the back of her head, making her look right into his beautiful eyes.

"You are beautiful." Levi breathed. "I was just momentarily stunned by the exquisite site of you."

A hot blush crept all the way up Cath's spine into her cheek bones and a shy smile spread across her face. Levi smiled along with her, of course. His eyes drifted back down to her body and came back up to lock with hers' once more. Levi moved his right hand from the back of Cath's head so that his fingertips were barely brushing her shoulder. The sensation sent a tingle down her spine and made her stomach do backflips.

"May I?" Levi asked softly. He was not currently smiling so his eyes were taking up his face, making his question sound innocent and showing his sincerity for Cath's comfort. She nodded. Levi let out a ragged breath he seemed to be holding in, his eyes moved down Cath's body and his hand quickly followed suit.

All of Cath's nerves were on end and high alert. Her skin seemed extra sensitive in this moment of intimacy. Levi's fingers left a trail of fire in their wake and they made Cath want more.

His hands first brushed down her shoulder to her clavicle. Levi slowly and gently brushed and traced along her collarbone. He then pressed his fingers and palm onto her skin and ran it down her sternum, careful not to touch any surface of her breasts that were peeking out of her bra. Levi's breathing hitched and picked up slightly as he switched back to just his fingertips brushing over Cath's rib cage on either side of her body.

"Cath…" Levi exhaled, it almost sounded like his voice was caressing her name just as his hand was doing to her fiery skin. After drawing patterns over her skin with his fingers, Levi looked back into Cath's eyes.

"You're radiant." Levi said seriously. He had dropped the smile for majority of this moment they were sharing. "Please let me know if I'm going too fast?"

Cath could see in Levi's eyes that he really, really, wanted to go fast. Fuck, Cath wanted to go just as fast and be just as lost in and devoured by him as he did with her. But she was scared. Cath knew she wanted to have sex with Levi, but now was not the time. The day would happen and Cath realized that she wanted that day to be soon, just not tonight.

"I will." Cath did not realize how heavy she was breathing until she tried to form words. She barely made that simple sentence happen. She knew where she was going to draw the line tonight, but she was ecstatic and overly pleased with the simple fact that she was having this effect on Levi. That she, nerdy fangirl Cath, could make Levi this happy, this satisfied.

Right after Cath's answer, Levi secured her legs around him and quickly flipped them so that he was now on top. They did not use this position often. Cath on top helped both of them keep their cool, keep control.

Cath gasped at the sudden change in position and Levi quickly looked up into her eyes, checking in on her, making sure she was alright, as he always does. Cath nodded, signaling him to go on. God, she really wanted him to go on.

But first, some kissing. Levi's lips met Cath's and she was brought back to the first kiss on her bed. His lips were just as soft and supple as they had been that night. Instead of feeling nervous about kissing Levi, which Cath normally would overthink, she felt secure, safe even. She felt like she belonged there, like that they both belonged there with each other. Their mouths opened and mingled together, moving in perfect harmony. Levi would occasionally slide his tongue across Cath's lip and hum at the satisfaction of just being on her mouth.

Cath could feel herself enjoying everything too much. Maybe she didn't have to wait for the perfect moment with Levi to make itself known, maybe now was the perfect moment? It would be like how she wrote scenes for Simon and Baz's first times, spontaneous. The night that would eventually happen, could just be tonight.

All of a sudden, Cath felt Levi shift and could feel more of his body weight being put into his pelvic area, pushing into hers'. Levi's breathing was getting heavier and his hand on her thigh was squeezing tighter. The sudden shift in atmosphere made all of Cath's fears, anxieties, and insecurities come shooting back into her body.

"Stop!"

Levi froze instantly. He jerked his head back quickly to look at Cath. They looked into the others' eyes and let their breathing begin to even out.

"I'm sorry, Levi..." Cath began. Her outburst had her feeling embarrassed and she could feel herself already blushing like crazy. Levi was slowly pulling away from her. His face was slightly flushed but the hazy look in his eyes was starting to clear up.

"No, Cather, I'm sorry. We didn't set any rules and I should have asked." Cath knew he was being sincere but there was a tinge of pain on his face that showed how much he didn't want to stop. The look made Cath's stomach hurt. Why couldn't she just be like Simon and Baz, or Wren, and just suck it up when it came to sex.

Levi and Cath were now sitting across from each other on the bed. Cath felt her breathing return to normal and could tell that Levi was slowly coming down and getting back to normal as well.

"Levi, don't apologize." Cath stared at her hands as she spoke. "That was amazing, I almost didn't want to stop."

Cath was feeling more and more embarrassed about her actions. If she hadn't said anything, they could've been having sex at this very moment. She would get that special bond with Levi. She would be doing that for him.

"Wait, wh- "Levi started, shaking his head.

"I'm scared." Cath cut him off, hiding her face with her hands. Levi's famous smile came back onto his face.

"Cather, what is there to be scared of? It's just me!" Levi said empathetically.

"Exactly! You're older, more experienced. I'm afraid of messing it up, making it horrible for you." Cath admitted, face still in her hands. She felt Levi's fingers wrap around her wrists and pull her hands away. His smiling face looking directly into her own.

"Being anywhere near you physically makes me the happiest guy alive, Cather. Any experience, emotionally or physically, will be nothing short of beautiful to me." Levi declared to her with full sincerity.

Cath smiled just as wide as Levi was and even giggled.

The two got ready for bed and slid under the covers. Cath laid on her left side with Levi snuggling up right behind her and his arm wrapping around her torso. Cath had never been one for spooning. She and Abel rarely cuddled so Cath summed it up to her just not liking cuddling, but that was not the case. Cath loved snuggling up to Levi. She felt safe, warm, and loved.

"Good night, sweetheart." Levi soothed into her ear before placing a gentle kiss on her cheek.

"Good night."

Cath swore in that moment that she would do whatever it took to make Levi just as happy as he made her. She knew she'd have to work her way up to sex, but she swore that she would get there eventually. In that moment, Cath wanted nothing more than for Levi to be the one to hold that precious gift from her forever.

Author's Note

P.S. I might write more chapters about the other stages in advancing their sexual relationship. The rest would take place after the book ends so it will not interfere with the story.