"I'm sorry, I must of lost my mind for a moment.. But I thought I heard you say practice kissing.."

"I..I did." I look away from him, giggling is nervousness. "Is that weird?... I'm sorry, forget I said anything about it..."

I was about to get up and leave his room as fast as I could. I can't believe I asked that, how can I be so stupid? Right as I'm getting up he places his hand on my arm and he looks at me thoughtfully.

"Hey, I'm sorry.. I didn't mean to embarrass you." Even though I could feel his sincerity I still wanted to die of embarrassment, what the heck was I thinking.

"I mean we could... but will you actually be okay with that?" He continued. I looked into Junpei's eye's again, even though it was pretty dark in the room I could tell he was blushing just as bad as I was.

"We're best friends right... this shouldn't be too weird.." I whisper.

"Ha, ha right... okay... I'll do it" Even though he agreed to do it he sounded so nervous, but I really have no room to talk, I can feel my own hands trembling in my lap. We lean towards each other and he places a places a chaste kiss on my lips. When I open my eyes, he is looking away from me nervously scratching the back of his head. That wasn't bad at all.. in fact it was really nice. I smile at him and when he notices, he smiles back at me. We spent a moment looking at each other neither one of us could think of what to say. So we just sat there in silence.

It wasn't awkward, but the quiet was starting to get a little unsettling. I was about to say something, anything to keep this moment from becoming awkward when Junpei did something that surprised me. He touched my cheek tenderly and leaned in to kiss me again and I let him. This second kiss was way longer then the first. I tensed up slightly when he gently put his hand on my shoulder but in seconds I relaxed and leaned more into our kiss. He responded by opening his mouth ever so slightly and I timidly followed suit.

Feeling a little more bold I let my tongue touch his bottom lip and his next move was kiss me deeply with his tongue. I was shocked but to be honest I was way to into it to stop him. I didn't even stop him when his other hand started caressing my back.

He broke the kiss slowly to whisper something in my ear. "A.. you sure you are okay with this?" The feeling of his breath and lips on my ear made me gasp out yes without truly thinking about what he asked me.

Then kissed my neck and I could feel electricity run down my spine, I think I moaned.. but I'm really not sure... I feel his lips curl into a smile against my skin.. I guess I did.

When he restarted our kiss he guided me down on the bed. My heart is pounding, I had never been kissed, now I was kissing a boy ...in his bed.. in the dead of night... it was enough to make my head spin. While we kissed the hand that rested on my shoulder ever so slowly traveled downward. I am really unsure what to think of this.. Yet again I am making no move to stop him. His hand gingerly grazed my breast and found a new resting spot on my side.

As I lay on his bed he isn't on top of me per say, he's more or less off to the side of me as we kiss. If he's uncomfortable, if he is he's doing a great job of hiding it. My hands made their way up to his shoulders and I am unsure of how long ago I put them there. Though another burst of boldness I wrap my arms around his neck pulling him even closer to me.

While we kissed the tv droned on in the background, something about medicated foot cream... or was it a late night variety show? I don't know, it isn't really important. All that mattered was the sweetness of Junpei's kisses and how he's holding me... wait a moment, when did his hand move?

Some how he was able to move his hand to my breast without me noticing. He wasn't just grabbing at me like some horny idiot but rather caressing me with the occasional soft squeeze. He continues fondling like that for a while. I suddenly started to feel really self conscious the only thing I had on under my nightgown were my panties, and with this fabric so thin it was like I wasn't wearing thing up top at all. Not to mention... a certain dampness growing down below. The steaminess of the situation quickly melted into nervousness and a little panic. How far would we go? It was only suppose to be kissing practice. Even though I want to continue... I had to stop this before I let it go any further. I start to sit back up from the bed. Junpei, now surprised broke the kiss and sat back up as well. Now he looks nervous.

"K.. kissing practice" I state in my flustered state.

"R..rright... sorry" We both look down at the hand that is still on my chest, he quickly snatches it away "S..sorry, what do you expect.. I'm a guy"

He laughs nervously at his ill-timed comment and boy did he look relived when I started to laugh too. I looked over to the clock he had sitting on his unused desk. It was getting really late and we have school in the morning. I kiss him on the forehead and thank him before I walkout the door. He just sits on his bed and shifts weirdly and waves good bye. I creep back up to my room without so much as a peep and I slide into my own cozy, yet cold bed. Sleep would not come easy though... I had so much more on my mind now.

I woke up to the annoying beeping of the alarm clock the sunlight beaming on my face was the extra push I needed to get out of the bed. I washed my face at the sink, got dressed and headed out. As I was walking down stairs I hesitated at the second floor.. No movement coming from the boys hall so I continued on my way. Junpei would normally sleep late and get to class on time at the last possible moment, what would make this morning any different?

I grabbed a filled bread and headed up to the rooftop so I could eat in peace. I do this every morning since I always have time before class. After I finished I went to class at sat down at my desk. Like clockwork Junpei ran into class before the bell rung. Our eyes met for a split second causing us both to blush and look away quickly.

Okay, maybe last night was a horrible idea.

Classes went on like they normally do, and I tried to keep alert and pay attention. Even that was proving to be very difficult.. then again I was up late last night. I could feel my face heat up again.. just the thought of 'last night'...

I nearly thanked god out loud when the bell rang for lunch. I immediately escaped to the ladies room so I could splash some cold water on my face. I looked at my sleepy face in the mirror. I slapped my cheeks gently a couple times then I walked back to the classroom so I could eat.

Junpei was waiting for me at my desk when I returned. When I sat down he passed me a bottle of yawn-b-gone. "I thought you might need this"

"Thank you so much" I opened the small container and drank the contents down quickly. I can already feel the caffeine working through my veins and doing it's job. I smiled at him started into my lunch.

"Any time, what are friends for right?" He returned my smile then he finished his lunch. "Umm, after school... can we go somewhere and talk?"

"Yes, I would like that. Where did you have in mind?" I asked after swallowing my food.

"We can go to Mandragora... I'm mean if that's okay with you"

"That's fine."

Luckily the rest of class went by fast, or maybe it was just the caffeine, either way it was a heaven sent. Not only was I just not in the mood for more lessons, I felt like I really needed to speak to Junpei. I'm so glad he confronted me first .. I'm not sure I would have gathered up the nerve so quickly.

The walk to Paulownia was.. quiet, awkwardly quiet like we were afraid someone, somehow could read our thoughts and expose to the world what happened between the both of us last night. Like keeping absolutely quiet was the only way to keep our secret. He didn't even ask me to split the cost once we got to the cashier. Once we were in the safety of the sound proof karaoke room we both sat on opposite ends of the couch and the silence continued.

That is until he spoke up again.

"Look, ummm... I'm really sorry about last night.. I got carried away... and I.. well .. touched you... you know" Junpei couldn't even look at me as he fumbled out this unneeded apology. I mean I understand why he's saying sorry.. but it's not like I didn't like it.. or I asked him to stop and then he didn't...

"It's okay" I manage to say, forcing a smile.

"Are you sure it's okay? I mean I couldn't even sleep last night"

"You were that worried about me?"

"Among other things..." Junpei replied then quickly falling into a nervous laughter. I'm not really sure what he was laughing about.. maybe he's more nervous then he let on. "So... uuh, do you want to talk about it?" he added once he was finished.

"I thought we were talking about it.."

"No.. no, I mean really talk about it.."

"Like... did I learn anything?" I ask dumbly

"No.. no... wait.. yea.. did I help you at all? Or did I just weird you out"

"Oh, no you didn't weird me out, just surprised me." I say without stuttering. If Junpei was brave to confront me and apologize, then I needed to be courageous and deal with what happened. We are best friends, we can move past this. I mean it's not like anything..bad happened. "I probably wouldn't have stopped you if I had a bra on.." My voice trails off at the end of my sentence... talk about putting your foot in your month. I saw Junpei bite his lip out the corner of my eye.

"Really? Sweet.." Now his foot was fitting snugly into his mouth. "Uhh... crap, sorry.."

"It's okay.. I said I wanted to talk about this.. so lets talk" I turned towards him. "Let's see, I did learn about kissing... it was pretty nice" Most of that statement was the truth... it's not like I could tell him that the whole thing got me really turned on...

"I was just running with it honestly.."

"Really, it really seemed like you were an old pro"

I could see Junpei's eyes really light up with that comment. "So what you are saying is, I'ma good kisser?" He asked with a smug expression.

"I guess I am." I say boldly as I look up at him.

"Sweet!"

The awkward silence was quickly quelled when I laughed again. I am truly grateful to have him as a friend.

The nights training in Tartarus proved to be fruitful, we were all growing stronger... We were becoming a well oiled machine build for the sole purpose of destroying shadows so we could end the Dark Hour. As the leader of this group I felt a sense pride fill me every time we defeated an enemy together. With another full moon fast approaching I knew we were ready for the battle ahead... I just don't think we were ready for where it was.

"Shirakawa boulevard..." Akihiko breathed as we stood at the entrance to that hotel. I gave my orders, Yukari would stay out there with Fuuka, and everyone else would come in with me. Imagine the surprise on everyone's face when we ventured into one of the hotel rooms...Two coffins perched peacefully and silently on the circular bed. ...Well that was certainly awkward.. The Hierophant was felled quickly, I knew we were getting stronger.. but that was nearly laughable. It's high scream echoed in the room with heart shaped bed. I am glad it's over now we can get of of here. When we tried to leave that is when I Fuuka alerted us that there was another target in that same room.

"What the hell, is up with that mirror" Junpei asked incredulously. I didn't even notice that big pink mirror over there, why would you put such a thing in here. I saw myself in that mirror, I saw myself and the rest of my group, and then I smile... Wait... did I smile... or did the mirror?

"….."

"…..."

We are standing face to face, then we crash back into each other for another kiss, frantically trying to undress one another all which trying to stay connected at the lips. "Goddamned zippers" he growls into my mouth as he attempts to liberate me from my uniform jacket. I have already pushed his jacket off of his shoulders and on the the floor and am now working on those buttons.. why are there so many buttons on this shirt.. I am pretty sure I popped some by accident.. but who cares... I .. just … want...

We tumble into the bed with the satin sheets... they are soft... and cool against my skin... it feels so good... and so does his hands.. albeit they are a bit clumsy and shaky. He is so nervous... to be honest... I am.. too? Give in to your desires My desires...yes...

"Uhh... umm..oh wow..." he mumbles once he is finally able to get my jacket off and my shirt unbuttoned. He practically dives back on to me leaving damp kisses on my neck and chest, pulling my bra down in front, exposing my breast to him. He ran his tongue over my nipple teasingly then encased it with his lips. When he started tugging and sucking on them I moan indiscriminately, I want him to hear how good he is making me feel. He pulls away from me to look at me again. He looks as nervous as I feel, but... Embrace your desires. I reach over to the zipper on the side of my skirt but he stops me suddenly. "No.. k..keep it on.." He stutters. Even with his voice trembling.. the lust in his voice is unmistakable.

He runs his hands up the sides of my thighs hesitantly pushing my skirt upwards. He locates my underwear with his fingertips and slowly draws them down as he pulls his hands out from under my skirt. Even though his face and ears are so red, a knowing smirk is planted on his face. We go back to staring each other down for a moment. Give in to your desires... I guess it's my turn to undress him. I reach out to tug at his pants... they don't budge... What the … oh.. "Stupid belt.." I mutter.

After I rid him of that leather demon, I clumsily unbutton and unzip his pants... It feels like he is shaking... or is that just me?

I tug at his pants again and in an instant they are on the floor, pooled around his ankles.. now the only thing standing in between me and what I want are these silly looking boxer shorts. When I pulled those down his manhood sprung back up towards me. I timidly reach for him, touching the rounded end of it. Junpei drew a quick, sharp breath at my touch. Our eyes meet again I just... don't know what to do next.. Embrace your desires. "Jun... I.."

"I..I.. want you so bad it hurts Mina..."

"...Jun..." I close my hand around the shaft and start moving my hand up and down his length slowly. He said something to me.. but I cannot hear him... I continue moving my hand then I take him into my mouth. I can hear him this time... but I don't really understand what he's saying. Over time he was growing even harder.. to understand. He caressed the side of my face with one hand and gently pulled my hair urging a speed increase with the other. After a while he pulls my mouth off of him and sputters out my name as something warm lands on my face, neck, and chest.

... I feel a tingle.. down below. It feels so good... Oh... his hand, he's put his hand there... When did he get back on the bed? He sits up and stops what he's doing with his hand... Why would he stop? Where are we? I sit up so I could reach for him but he grabs my legs instead my head hits the bed again.

"I want to taste you Minako.."

Did he ever... Junpei ravenously attacked me with his mouth, making me experience sensations I have never felt before by the way he nips, licks and sucks at my most tender and secret of places. I grabbed at the sheets suddenly, I thought I might rip them since I was pulling them so hard. I couldn't keep myself from moving but he held me by the hips so I wouldn't escape from him. I can't tell how long he had me like this.. but I... I..couldn't take it much... longer..

"A...aaa.. ah... Junpei..." I shrieked.

Now I am panting.. all of that marvelous pleasure welling up in my core and exploding through my entire body like ziodyne. I stare up up at the ceiling and maybe it's just my imagination but it is... undulating? Where am I? Where am I? I'm with Junpei... in...where are we...Wait were is he going? While I was looking at the ceiling Junpei had left the bed and was sauntering over to the bathroom. I called out to him he just glanced at me and motioned towards the restroom with a knowing smirk. With that he disappeared into the restroom and I hear the water being turned on. "Junpei..." I call out for him desperately . "I...I...w..want.." I desire him. I could feel the wetness in between my legs growing and my loins ached for him. I needed to get to that bathroom.. I need him Yes...embrace...your...

Wait... weren't we supposed to do … something... where am I.. Give in to your desires but I have to...

The.. mission.. What's going on?

" …..."

When I open my eyes back up again I am staring at my own bare legs... I'm so hot that my bangs are sticking to my forehead and I'm breathing so hard my chest hurts.. What in the world..happened.. I ..What was that? It'd the sound of water being turned off. The bathroom door opens almost immediately and a damp Junpei stalks out of the bathroom with nothing on but.. a lost, but... amorous expression on his face. Instinctively I try to cover myself ..where are my clothes?...

"Ummm... uhh..."

"J..Jun.. snap out of it."

Luckily... he heard me...

He blinked a few times... then his eyes fell on me..

"...W..wait... what's going on ... why are you half naked?"

I didn't answer him... I couldn't all I could do was turn away ashamed. I hear him gasp.. then I hear the bathroom door close again. As soon as the door closes I scramble to my feet and frantically search for my clothes... They are strewn all over... Junpei's as well... My eyes burn when I think about his name.. but now is not the time.. I...I have to pull it together... I have to get dressed and we have to get out of here. My blouse is pretty much ruined but I put it on anyways, I zip up my jacket and I'm trying to make myself presentable in this...mirror... I can barley finger comb my hair since my hand is shaking so bad... I can't find my underwear and... what is this on.. my fa...

"s.. c..n yo.. he...me?"

What now...

"Can you hear me?"

"F..Fuuka?"

"Oh thank goodness, I can finally reach you"

"Huh?"

"The ...Shadow addled your minds..it was a trap.. please regroup immediately!"

"O..okay, we will.."

"Junpei-kun, can you hear me?"

"Y..yea, yea.. I hear you" I hear him call from the bathroom.

"Did something happen...?"

I decide that it would be best to ignore her question for now. A few seconds later I still don't see any activity coming from the bathroom... His clothes... With trembling hands I gather his garments and softly tap on the door.

"Y..yes?"

"I...I.. have y..your clothes..."

The door opens to a crack and a hand reaches out of the door. After he takes the clothes from me the door is hastily shut. When he finally comes out he doesn't even try to look at me... well it's not like I can look him in the eye right now anyways...

"We.. have to get out of here... and meet up with Mitsuru-senpai and Akihiko-senpai..." I say, finding my shoes very interesting.

"Yea..." He just walks pass me but as our shoulders touch... everything.. everything that we... did.. plays in my mind like a pornographic flash, he must of felt it too... because he jumped back as well. Our eyes caught each others' accidentally and once again, on instinct even though I was fully dressed, I covered my chest with my arms. He didn't even say anything after that.. he just opened the door and walked out of the room.

We wordlessly walked though the first floor of hotel then met up with our senpei.. Now instead of two people walking in silence and avoiding eye contact .. there were four.

We fought our way back up to the 3rd floor and once in the master suite we stood and faced the Lovers...

With the Lovers defeated we left, even though we had won.. the mood was... somber. We all filed out into the street. Yukari asking everyone if they were alright and everyone just sort of mumbling a response. Mitsuru cleared her throat and spoke softly.

"Good job, tonight.." She turned to me "Good job with keeping you mind clear against the shadow's mental assault." ..Is she kidding?... I nodded at her.. I don't really feel like talking..much less lying to her... She praised Fuuka then she bit us a farewell. She didn't even look at Akihiko-senpai but he followed her anyways. I watched them as they walked into the night. Yukari was walking to Fuuka about something.. then she asked Junpei a question.. He ignored her..

"Junpei did you hear me, let's get going"

He turned and faced the three of us, and looked me directly in my eyes... glared... then walked away with out saying ..anything..

"Geez! What's up HIS butt" Yukari scoffed

My eyes are stinging again..

…...as we walked home, I couldn't stop the tears from falling.

A/N:

Wouldn't suck if I just ended it here?

Oh man.. that was so hard to write. First off.. I still don't think I have the whole 'love scene' business down to a science yet. I never want them to sound to lewd...

During the scene in the hotel if it was difficult to follow I apologize I wanted the readers to have a since of confusion as well which is why there are some connection points missing.

Lastly, so playing a female in p3p is my third time playing Persona 3. And honestly.. with p3p when playing as a female Junpei's sudden change over to "Dick mode" makes even less since.. especially since if I remember correctly we had a Rank 10 in friendship before the Shirakawa Boulevard event. So the final chapter(s) are going to be a bit hard to write. But I am going to do my best.

A special thanks to:Deidara'sgirl19, NutellaSama , and karu-14 And all the other FeMc/Junpei fans out there!