Disclaimer: Volition owns it, I'm just playing with their toys.

Sleep, in general, isn't something that evades Fray. When you run a time-traveling, intergalactic, multi-species empire, you take rest where you can get it and her body is usually quite happy with that plan. Tonight (or this morning, depending on how picky you want to be) however, her brain powers on for a bathroom run and then won't power back off.

For a while, she simply lays there willing a new REM cycle to start up. She doesn't exactly feel refreshed and raring-to-go or anything; these last few months have been pretty hectic and she expected to spend the first few days of her vacation out cold. It's pretty disappointing.

Beside her, Matt is untroubled. He had been awake when she nodded off, typing up some orders for his Nyte Blade writer's team, no doubt. Her boyfriend's dedication to rebooting his favorite franchise post-apocalypse is a cute thing at times. At other times it's irritating as shit. Fray loves him though, so she supposes the fanboying is just part of the charm.

After a few minutes watching Matt's chest rise and fall, Fray decides to slip on out of bed. Just because she can't sleep doesn't mean he shouldn't have any. At least while he hasn't done anything to piss her off.

There are 18 floors to her and Matt's personal quarters and three of them are outfitted with kitchens. Fray goes to the closest and smallest of these, settled right beneath the penthouse—which is exclusively the master bed and bath. She's not particularly proficient around the stove, but she can work the Keurig and cut a slice of cheesecake like a boss (pun intended).

French vanilla coffee pairs well with the crème Brule cheesecake that Matt had popped back to 1950s Paris to acquire. Her boyfriend has cravings like a pregnant woman every few weeks. The last time that it struck, he had to have a case of fresh cronuts and went back to Manhattan in 2012 five times to rob the damn bakery at just the right time. Then he had the audacity to look at Fray as if she were crazy when she suggest he make things simple and kidnap the head baker.

She supposes that she can't complain though. She and Johnny have abused the time machine on frequent enough runs to Freckle Bitch's. Plus, those cronuts were pretty fucking good. As is the cheesecake.

Fray is in the middle of her second slice when she hears the hum of the elevator. Call it crazy but she can always tell the noise that it makes when going down from the one that it makes going up. This is the down noise, so she knows at once that Matt is heading her way.

That and the groggy, "Better bloody well not have eaten all of it," which quickly follows the whoosh of sliding doors.

As she turns, Fray makes a show of shoving the next forkful into her mouth. Matt glowers, or tries to; yawning makes a truly menacing frown hard to pull off. As do the bedhead, oversized Nyte Blade t-shirt, and bright blue toenails peeking out from beneath baggy pajama bottoms.

Chuckling, she returns to her snack and washes the cheesecake down with coffee. Behind her comes the sound of Matt padding grumpily toward the refrigerator and opening it. He has to make sure that she hasn't indeed "stolen" all of His Precious. Fray rolls her eyes as she sets down her mug; he is so petty sometimes. He's also quiet when he wants to be, or so Fray has to remind herself after Matt's arms wrap around her middle.

There was a time when being approached—let alone touched—from behind would have seen Fray toss whoever was stupid enough to try such a thing across the room. Being in a relationship however, has acclimated Fray to unexpected affection; or turned her soft, depending on who's asked. Initially, Fray does tense up, but only for a second.

He doesn't say anything at first, only holds her tight just shy of smothering. Through the thin cotton of the camisole she uses as a pajama top, Fray can feel Matt's heartbeat drumming steadily along her spine. Nosing the curve of her ear, he presses his lips just behind it in a soft, lingering, not-quite kiss. Eyes fluttering closed; Fray abandons her fork and covers Matt's hands with her own as she leans into him.

"It's after two in the morning," he murmurs into her skin. "What're you doing up?"

"You mean what am I doing eating your cheesecake?" she asks, only half joking.

His laugh vibrates through her, faint but liquid-warm. "Mmm, that too." Matt shifts his weight from one foot to the other than back again. It creates a rhythm very much like being rocked and Fray is happy to be rocked. "Seriously though, love, why did I wake up alone?"

Since he sounds sincere (and concerned), she bypasses her natural instinct to tease him relentlessly over the fact that he needs her to sleep now. Instead, Fray shrugs; as much as she can with her boyfriend coiled around her anyway. "I thought me flipping around in bed was what was gonna wake you up. My bad."

He hums against the back over her head. "Well, now you know, I'd rather you wake me up than come to without you. So there." More seriously he asks, "Trouble sleeping?"

"Trouble getting back to sleep," she corrects. "Which is stupid as hell, considering I'm still tired."

"So you come downstairs for sugar and caffeine to solve the problem?" He is just too big for those pants of his in every sense. Fray swats his arm, though there's no force behind it.

"Hey now, you keep that dangerous logic to yourself."

"Most people call it common sense."

"Ta-may-toe/ta-mah-toe."

Matt laughs but otherwise says nothing and occupies himself with kissing her. Starting at her shoulder, he works his way up her neck and follows the line of her jaw around to her chin. Fray's natural response is to turn into his touch and she yields to him when he finally gets to her mouth.

She wouldn't exactly describe the lingering traces of toothpaste and onset of morning-breath mouthwatering, but tangled in with them is a homey flavor that's all Matt. The one that never fails to bring Fray back to earth while electrifying every nerve. Lost as she becomes in the kiss, Fray doesn't feel Matt's hand move until it's splayed between her thighs.

Arching into the contact Fray still has to raise an eyebrow at him. "Hmm…what's this?"

Matt smirks in return, squeezing lightly as he does. Fray has to bite her lip to keep from moaning. He nuzzles her ear. "I can help you get back to sleep," he murmurs.

"I'm not saying no, but I don't think that's gonna put me to sleep, babe," she tells him.

He chuckles as he rubs his palm across her sex, applying just the right amount of pressure to just the right spot. Fray doesn't quite see stars but it's a very close second. She can feel her heat growing against the warmth of Matt's hand, moistening the fabric of the boy-shorts she wears.

"Humor me?" As if he even had to ask.

They kiss again as he urges her to turn; their mouths never stray so much as an inch. His hands wander along to her hips where they take a firm hold. His knee wedges between hers, replacing the weight of his hand with that of his thigh, and trapping her against the countertop. It's a subtle enough bid for control of this and Fray has no qualms in surrendering. Matt would trust her with both hands wrapped around his throat and she will always repays that trust in equal measure.

Besides, things always get interesting when he takes initiative and steers.

While his teeth tug on her lower lip, his fingers slip up to her camisole, pushing the hem up. Her nipples, already hardening with arousal, positively pebble in the cool kitchen air. A surprised gasp leaves her; how easy it is to forget you aren't wearing a bra.

Something that Fray has always valued about Matt is the way that he looks at her when she's naked (or close to it). Those bright blue eyes appreciate what they see without making her feel inhuman. He doesn't pedestal her; she's never been a pair of tits to fondle or a warm hole to hide inside. That way that he never loses sight of her—that respect—is something only Matt, out of all of her sexual partners, has ever treated her with. It's the primary reason she fell in love with him.

She attempts to pull him into another kiss but Matt catches her wrist. Fray raises an eyebrow and he mirrors her, confidently setting her hand on the countertop.

"Just let me." It's an order and she knows it. How it is even possible for a skinny white dude with bedhead and raccoon eyes to be so sexy and in-command she will never know. Fray obeys though, because again, good things happen when Matt gets the rare itch for domination.

He kisses her twice; reward for her compliance. The first is forceful, with the scrape of teeth. The second is closed-lipped and soft on the corner of her mouth, the start of a trail he takes down her throat. Matt lingers in the valley of her breasts, searching for the increasingly erratic beat of her heart. He finds it, pressing his lips against the flutter, as if to drink it up. Fray curls her fingers around the cool marble edge of the countertop, resisting the impulse to yank his face level with hers again.

Meanwhile, Matt's tongue swipes a wet trail around both nipples and then plucks them gently with his teeth. Fray whimpers while he chuckles into her navel; smug little shit. She loves it though.

He pulls back after tracing her bellybutton. He isn't done; she knows that much from the smirk as he comes back up to capture her lips. It's still a pleasant surprise when he reaches around to cup her bottom and lift. Well, he mostly encourages her to lift herself, Matt may work out a little more than he used to ("used to" being "never") but he's nowhere near strong enough to pick her up, even for something small like setting her on top of the counter. It doesn't matter; Fray takes the hint and slides herself up. She further follows his lead, canting her hips forward, right to the edge, and resting most of her weight on her hands.

In one fluid motion, his thumbs hook into the sides of her underwear and tug them down. Fray helps, though Matt leaves her little to do other than lift her legs. He tosses the shorts aside and puts his hands on her knees. Pushing them apart, just shy of the width becoming painful, he steps assertively into the "V" he's made.

She's trembling before he starts stroking up and down the inside of her thighs. The warm fabric of his pajama pants wars with the cool air against her cunt as leans in. He doesn't kiss her this time, though his lips do graze hers.

"Stay just like this, don't move," he commands and Fray of course, obeys; it isn't as if she wants to get away or could even if she did. Those bright blue eyes trapped her a long fucking time ago.

Most of the fixtures in their home can be lowered into the floor. Fray isn't exactly sure why Matt added that detail to the blueprints, but it probably wasn't with the intention of dropping the kitchen counters down far enough for him to eat her out comfortably on his knees at three in the morning. Or maybe he did. It's always so hard to tell what Matt's really planning.

He starts by teasing her inner thighs. Nipping the quivering lines of muscle just short of her center, he picks a spot on the left and sinks his teeth in. Fray howls in the sharp rush of pain and pleasure as her boyfriend marks her. It'll last for quite a while, the area is already bright purple-red, and raised by the time he stops. She'll feel Matt whenever she moves for days if not weeks. Of course, that's what he was going for.

With only a cursory peck to the hickey he's just imprinted on her thigh, Matt turns his attentions farther in. She's been getting wetter and wetter with each passing second; by the time that he gives that first experimental lap down her slit, Fray can feel herself dripping.

A smirk twists against the hot flesh of her pussy before Matt's tongue slips between her lowermost lips. His right palm settles beneath her navel, his thumb swiping across her clit. A frisson of bliss shoots through Fray; she keens, unable to stop her hips from jerking.

A light slap falls across her cunt as her boyfriend glares up at her. "What did I just say about moving?" There's no teasing warmth in his tone and his eyes are hard with heat. "I'll stop if you don't behave."

Fray only groans low in her throat and bites her lip. Fuck if he isn't hotter than the sun when he grabs control.

The non-response seems to satisfy him and Matt returns to business. Fray continues to bite her lip and whine as he slowly laves his way around. He spreads her apart with one hand and pinches her clitoris with the other, dipping his tongue into her center. He buries his face into her heat, no hesitation, no pause, while his tongue thrusts steadily in-and-out.

Shaking with pleasure, Fray has to ball her fists until the knuckles have bled white and the bones ache. She wants to run her fingers through Matt's hair, to scratch his scalp and urge him to move faster, demanding that he never, ever stop.

Nerves coil hot and tight in her belly and thighs. The pleasure almost chokes her as it spreads upward; her lungs burn a little more with each time she whimpers his name. Fray's skin feels too tight and too hot to contain everything running through her. A fear of bursting at the seams feels more real to her than own name and she is so close to doing just that.

And then Matt's pulling back and ordering, "Don't come."

A noise that doesn't sound human, let alone like her, it's so high-pitched and incredulous, escapes Fray. She scowls down at that smug face between her legs and very nearly clamps her thighs about his head. She controls herself. Barely, but she does. However, Matt still sees the twitch.

Another smack comes to her hypersensitive lady-bits. This one lands square on her clit and Fray comes very close to blacking out.

Fuck, he is too good at this. He's going to kill her. This isn't help for her restlessness, this is an assassination.

He smirks as if he can read her mind; as well as Matt knows her and her body, he probably can. His knuckles graze the bruise he made on her thigh. "I'll tell you when."

That's all the warning she has before he's wrapped his lips around her clitoris.

Fray screams. Pleasure so saturated that it borders on pain, races through her. Sparks dance behind her eyes and ripple across her skin. Her nerve endings jump from bubbly-warm to flayed-alive and it's all that Fray can do not to fall over the edge.

All the while, there's no mercy from Matt. His tongue rolls across the swollen nub of her clitoris as he sucks viciously around it, tormenting her with the occasional, sharp rasp of teeth. Two fingers tease her folds, circling her opening before driving in. The knuckles on the back of his hand graze her pelvic bone as his fingers thrust and he bumps that magical spot that makes spots bloom in the corners of Fray's eyes.

Her entire body vibrates with the effort it takes for her to hold on. There's almost a serenity to it; her senses are so overloaded that she disconnects. It's an out-of-body experience, as if she could look down at herself, splayed-out, sweating, and moaning and not recognize that it's her down there sobbing broken slurs.

She can't hold out. She can't. Her fuse has been eaten away to a stub and she's going to explode, leaving only charred bones and a smoking countertop. She is going to fucking die.

"Come."

Matt's mouth leaves her for just a second, long enough for that single, spit-slick, syllable to roll across her skin then it's right back to work. His fingers crook inside her at the perfect angle, spreading as she shouts and her insides spasm.

Ecstasy comes with the force of an atom bomb, slamming her spine into an arch. Another garbled and inhuman sound—it might be Matt's name it might be the first verse of the "Star Spangled Banner"— rips from her throat, leaving it raw and her lungs empty. Every inch of her, every organ, every cell, is ripped apart in a white light of bliss. It leaves her with just as much fervor as it hit with; her arms give out and she collapses backward, straining for breath.

With her head hanging off the other side of the countertop, Fray is weightless and sweetly numb. Despite the jelly-like state of her body and mind, she is aware of Matt still at work. How he gently retracts his fingers from her twitching cunt and then laps the excess moisture away like a cat. She knows that he's smirking; radiating such perfect, smug-superiority, that you could set plants around him and watch them bloom. He takes care of her though; he's welcome to being as smug as he pleases. It's what keeps her falling in love over and over again.

She doesn't have much strength, just enough to roll her head up when she hears the rustle of fabric. Matt's cock is hard and heavy-looking in his hand, already slick with pre-cum and the soft purple-pink head that Fray knows has a texture softer than velvet against her tongue. She feels like she should reciprocate, she wants to too. At the very least, she could offer her own hand or tell him it's more than okay to go ahead and finish inside.

Matt however, is still in control. He knows what she would do for him; he knows he doesn't have to ask if he wants to be inside of her right now. This is his game and he continues to jerk himself over her thigh.

Fray watches enthralled with the way he holds himself, with the collaborative flutter of bone and muscle in his wrist. His thumb swipes the head like her tongue would, though she doubts he can get that sweet spot between it and the shaft like she would. The hand that isn't around his cock squeezes her hip, blunt nails biting the flesh. He's really enjoyed marking her tonight.

Their eyes are locked when his orgasm hits. It's quiet, compared to hers, but then Fray would wager almost everyone comes more quietly than she does most of the time. Matt's arm judders and he bites his lip, though he doesn't stop stroking. A few milky stripes paint over the smallest of the red flowers inked on her lower belly and the grip Matt has on her hip becomes just a little tighter as his shoulders sag. Breathless, flushed, and satisfied he smirks down at her again.

Fray has recouped just enough energy that her sarcasm's autopilot has flicked back to "on". She looks down at the flower and spunk near her groin then back up at Matt, left eyebrow raised high. "Were you trying to pollinate that?"

All of that in-charge swagger crumbles as her boyfriend stares at her then starts laughing. A snort or two, very piglet like, jump out even as Matt covers his mouth. He grins down at Fray, still shaking his head. "You are the worst, you know that, right? The absolute fucking worst."

Fray shrugs, enjoying her own time to be smug. "Yep. You fuckin' love it though." She swipes a finger through his mess and sucks it off. Salty, bitter, and will a less than appealing texture, she still savors it. Anything that's part of Matt is something that she craves and finds palatable. Maybe even more so than cheesecake and coffee.

Meanwhile, Matt's smile has softened. As Fray eases herself to sit up, he raises the counter back to its normal height and grabs the box of baby-wipes they keep stashed away nearby for situations like this. One of the most useful things Shaundi ever taught Fray: always keep cleaning supplies stashed in every room; after all, you never know where you'll end up fucking or what sort of mess it'll leave behind.

Wiping himself off and tucking himself back into his pajama bottoms first, Matt cleans Fray thoroughly before righting her top and retrieving her shorts. He helps her slide them back on then tosses the used wipes away. She's upright by the time he's finished and beckons him toward her.

Returning to the (far less strained) V of her legs, Fray slides her arms around Matt's neck as he rests his hands on her hips. They kiss slowly, mingling their respective tastes and revel in the mixture. Reason number fifty she fell in love with this man: he won't hesitate to kiss her after she swallows.

"Ready to come back to bed now, love?" Matt rests his forehead against hers. He looks significantly less sleepy than when he came down here.

"Believe me, I want to, but I don't think I can walk," she giggles. "Think we can just sleep on the table?"

A fond roll of the eyes and he tugs at her. "Fray."

She sighs dramatically even as she lets him pull her off of the counter. Her knees do wobble once she's standing but there's no danger of falling flat on her ass. Matt may not be able to pick her up, but he's a damn fine support. Winding an arm about his waist, Fray folds herself into his side, beneath his arm, and allows him to lead the way back to the elevator and to bed.

"You sure you don't wanna take the cheesecake with us?" she teases as the doors slide open and they step inside. "Make sure I don't eat it all behind your back and leave you to starve?"

And Fray knows what he's going to say even before that sneaky grin slides onto his face and even before he dips his head toward her, eyes ablaze with mischief.

"I think I'll be fine—

"No."

He pays her no mind. "—I ate out tonight, after all."

"Oh my god!" Fray half-moans, half-laughs into Matt's shirt collar while he cackles as if he's the cleverest bastard to ever draw a breath. She swats his chest. "Now who's the fucking worst?"

The elevator doors slide apart again, revealing their bedroom. Matt steers her on to the bed even as he replies. "The way you screamed? Not me. I'm going to say that I'm the best."

"Goddammit, Matt!" She's not sure if she's giggling out of embarrassment for him or if it's agreement or just hysteria—he actually is the best that she's ever had. She'll die before she admits that though; love of her life or not, Fray has to retain a little dignity.

He kisses her suddenly; it's the deep, toe-curling kind that insists on stealing the breath she's been struggling with for quite a portion of that night/morning. She doesn't mind that though, not when Matt's thumb holds her chin and his blue eyes are bright against her own.

"You fucking love it though." Smartass. She doesn't mind that either.

She does mind the look that Matt gets when she says, "Yeah, I kinda do." She lives for that look, that mix of vulnerability, trust, and absolute adoration.

Into bed they climb, hand in hand. Fray curls up on her side almost like an infant while Matt presses himself against her back and slips a leg between hers. One arm goes around her waist and he tucks his face into the crook of her neck; his nose brushes her ear and even though it tickles, she doesn't make him shift. Matt strokes her hip and Fray counts each breath puffed across her neck. She makes it to twelve before sleep finally pulls her under.