A/N: Dunno what happened, but this is long as fuck. Why wouldn't it be? Once I start I can't stop.

One quick handwashing and a wipe down with a washcloth later, and Soul was back in his room. He quietly contemplated what had transpired with his meister. His best friend. His…his…what was she?

He grabbed his guitar from the corner before landing back on his bed with a soft "whuff," idly plucking at the strings. No particular tune was played nor did he have any intention of working on a new composition. All he wanted was a distraction.

A knock on his door broke the tranquility, sharp eyes glaring at the inanimate piece of wood as if it had interrupted his reverie on its own.

"Yeah?" Soul rumbled deeply. It could only be one person. After all, the two of them lived together.

"I, uh…I was wondering what you wanted for dinner?" came the muffled reply.

Your tits.

"What? I can't hear you. Just come in here!" his voice broke as he spoke. God, that was so uncool!

The door slowly creaked open and Maka stood before him, awkward and shy. Her eyes stared dutifully at the floor, toes curling in the carpet, a brilliant flush adorning her cheeks.

She was so adorable.

"I asked what you wanted for dinner," she murmured as her fingers tugged at the hem of her too thin t-shirt.

She wouldn't look at him, but she sure as hell couldn't stop him from looking at her. And he did, quite blatantly, eyeing up the curve of her neck and the subtle swell of her chest.

"Pizza's fine."

He really didn't give a shit what they ate. He was dying to know what was under her shirt. Her shorts. All of it. But she didn't owe him a damn thing. He wouldn't pull the "I showed you mine!" card. That was uncool. Not…what's the word she would use? Chivalrous! It wouldn't be chivalrous at all, and he wasn't that kind of guy.

Maka hadn't moved, frozen in his doorway. She kept tugging at her shirt, pulling and stretching, and he couldn't take it anymore.

"Oi, Maka! What's your deal? You ok?"

Her response was to roughly pull her top over her head, and for a brief moment he caught a glimpse of two pillows of milky flesh. The objects of his dumbfounded, slack-jawed drooling disappeared as quickly as they were revealed. Maka's thin arms crossed over her naked chest and her eyes were downcast again. Now she was embarrassed…exposed. Clad only in her pajama pants.

"I thought…I thought since you let me that I should…" she burbled, fingers digging into her arms.

In that moment he stopped being a horny, snarky boy and she stopped being a sexy, nerdy girl, and she was just his friend again. His partner. He crossed the room and pulled her to his chest, ignoring her nakedness and the return of his boner (why now, boner?!).

"Don't. You don't owe me anything. Nothing, Maka, understand?" he spoke into her hair. "I let you see because I wanted to. Don't show me anything you aren't ready to."

And he was sincere. Wound up though he may be, he wasn't cruel. The idea that he deserved to see any part of her body just because he allowed her a glimpse of his…it sickened him. Of course he was curious. Of course he wanted. Oh, how he wanted. But him being ready to share (heavy with trepidation though he had been), didn't mean she was.

He felt her face nuzzle into his shoulder and a rush of affection overtook him. His fingers combed through pale strands and he rubbed his thumbs along her neck.

"I just don't want…they're not very big," she sniffled.

"I don't care."

"But you always say that they're…" Maka trailed off, unable to finish the words.

"I'm wrong. And stupid. Boys…boys say stupid things."

Soul's voice was quiet and steady, belying his nerves and his need.

Fragile hands twitched against his chest and Maka inhaled sharply before slowly, ever so slowly, lowering her arms, hands settling on his wickedly beautiful hipbones. Her eyes remained cast towards the floor, still too afraid to look Soul in the eye as she spoke.

"You can touch…if you want to."

As much as he tried to restrain himself, tried to ask her once more for permission, his brain had checked out and he ran purely on instinct and desire. Clumsy hands immediately pressed themselves to her skin, and he was prodding and rolling and testing the weight of her breasts with little thought.

Delirious didn't even cover how he felt. It wasn't until she cried out when he pinched a nipple that his higher thinking came back to him.

"Sorry! I'm sorry! I've never touched…I mean yours are…they're nice," he stuttered.

He was such an idiot! How had he been so stupid? Her breasts weren't too small at all. They were perfect. They were soft, and warm, and he could fit his whole hand over them. And, oh…when he squeezed them, she made the most delightful little mewling noise.

Soul became all too aware of her gaze on him, and he raised his face to meet her eyes. Her green orbs darted around, still trying to avoid his piercing red stare. A heavy breath blew from flared nostrils before he spoke again.

"They're nice. I like them."

That sounded so lame. Christ!

"You don't mind that they're not like Blair's? Or 'Baki's?"

He shook his head dumbly, tongue sliding across dry lips.

"Can I…lick?" he shivered as he asked the question, eyes refocused on silken skin.

Maka frowned, but he didn't see it.

"Why?" she asked. She didn't understand the point.

Rough thumbs carefully traced the undersides of the exposed mounds. His answer came slowly and with no small amount of confusion in his tone.

"I dunno. I just kinda…want to. Is that not ok?"

She shook her head as a dainty finger twisted in the fabric of his pajama pants, allowing her to ball some of the fabric in her hand. An attempt to relieve some of her anxiety.

"You can If you like."

He was more thoughtful this time, tugging her along to scoot her up onto his bed. She hesitated and stared at him, eyes wide and concerned. For the first time in a long while he felt her wavelength throb with indecision.

"We won't do anything you don't wanna do, ok? It's just easier if you're up here. We don't have to bend all funny."

It was the truth. He wasn't sure how to go about running his tongue along what he had deemed The Promised Land with their newfound height difference.

Maka searched his face for some sort of deception. Any inkling that he was lying to her. She knew she would find none, but she was still afraid. But this was Soul, and he wouldn't hurt her. And so she hopped up on the bed, resisting the urge to cover herself again, and ignoring the knowledge of where she was and what she was doing, let alone who she was doing it with.

And then he was leaning over her and she was leaning back, back, back. Panic began to bubble beneath the surface of her skin and her heartbeat roared in her ears. She wanted to sit up, to run away, to hide…and then something wet and warm flicked across her nipple.

Dusty brows furrowed as she tried to decide if she liked what he was doing. It made something in her belly feel funny, but it wasn't a particularly good or bad feeling. When Soul sucked on the hardened tip, she made the decision that, yes, she very much liked what he was doing.

Her back collided with the mattress and her arms slid above her head as she sighed. He sucked again and her spine bowed upwards without her permission.

"Is that ok? Does it hurt?" Soul looked down at her, uncertain.

An emphatic shake of her head and arms reaching for him told him that, no, it definitely did not hurt, and she wanted him to do it again.

He happily complied, although this time he sucked the entirety of her modest flesh into his mouth. Something about it pleased him so immensely that his hips bucked into hers. His mouth was withdrawn with a loud pop, head pressing roughly into Maka's collarbone. He hadn't meant to do it…to shove himself there. It just happened. But damn it felt good.

"I…I need a minute," he whimpered softly.

He nearly lost it when she crooned his name and wriggled beneath him, displeased at the loss of his mouth against her heated skin. Sweet Jesus, he wanted to come again. His normal urges had nothing on what was happening to him right now, and she had no idea. When her hips came up so she could rub against him, his brain melted.

"Buh…bwuh, hnnng…"

Nonsensical noises spilled out of him as he gripped her hips and pinned her to the bed.

"Stopstopstopstop, I am begging you, Maka, please," he implored her.

The way he looked at her, almost sad eyes heavy with the plea that she be still, nearly broke her. His want mirrored her own and she absolutely couldn't stand it. She wanted him to crash into her, shatter her, and rebuild her cell by cell. He trembled above her and she quivered below him.

She pushed herself up on her elbows, head canted slightly as she peered through a curtain of white hair into the smoldering embers of his eyes. He was still shaking, palms pressed into the bed on either side of her, lips parted as he panted. His hips pressed into the edge of the mattress, randomly flexing as he sought relief.

That was hot as hell. Why did she find what he was doing sexy? He looked humiliated and did his best to control himself, but he couldn't help it. It was his turn to avert his gaze, voice cracking as he asked her not to look at him.

The last ounce of trepidation left her, fluttering away on the wind of her next breath. It was impossible for her not to look at him, impossible for her to stop herself when she leaned forward and pressed her lips to his.

Soul went stiff, afraid to respond. A soft hand cupping his cheek restarted his brain and he pushed back. It was awkward, and their noses were smashed together, but it was a kiss. A first for both of them. They were blowing through firsts today.

Neither of them were old enough to truly understand the implications of love or relationships. They were, however, old enough to understand trust and loyalty, and were willing to explore how deep those feelings went.

Soul nuzzled against Maka's jaw, breathing ragged, hips twitching at odd intervals. A trembling hand ghosted down her side and beneath a narrow thigh, hitching it upwards and allowing him to settle between her legs.

"Soul?"

"Tell me to stop, Maka. Tell me to stop and I will stop," he rasped at her. He wanted to rumble, to be sensual, but he was still too inexperienced and his voice still did whatever the hell it wanted.

And then he rocked against her, a slow, deep press, and she moaned into his ear. Stopping? What was stopping? No no. No stopping. This was good, this was right, this was…naughty.

She liked it.

"Wanna touch you," he panted as his pelvis continued its unsteady rocking.

"You are?"

It came out as a question.

"No," he shook his head, gritting his teeth. "I wanna touch you," came the growl, hips bucking for emphasis.

Oh. Oh. OH!

Maka pressed her thighs together, expecting to find some relief of her own, but was met with those hipbones again. Goddamn those fabulous hips!

Her teeth sank into her lower lip and her eyes darted around again. He hadn't stopped his rocking, upper arms trembling with the strain of holding himself up. Red eyes were heavy lidded and his skin was flushed.

He looked silly and sexy to her at the same time. She wanted to say yes to him, but she wasn't ready to be completely naked in front of him yet.

"I don't think I…I'm not…not ready yet," she spoke in a rush, turning scarlet with her confession. She wanted to be ready, she really did. But she was already feeling overstimulated and overwhelmed.

She felt his wavelength twitch with disappointment and momentarily felt like a tease. Her guilt was short lived as he leaned down to press a light kiss to her lips, a nervous smile on his face.

"It's ok. I'm probably not ready for you to see me naked either. But maybe we could…"

He untangled himself from her prone body, rolling onto his back beside her. Gently he patted his stomach and held out a hand, an invitation to come sit.

There was no hesitation this time. She practically scrambled to sit astride him, settling comfortably on his belly. Careful hands were set on her waist and he guided her back until she straddled his lap. The weight on his groin felt mind numbingly amazing, and he punctuated this fact by arcing up into Maka's clothed crotch.

She yipped quietly, startled and uncertain, he moaned, deep and low, needy and wanting relief. He had enough brain cells left to open his eyes when he noticed she wasn't moving. A gentle chuckle was offered and he squeezed her hips in an attempt to get her going.

"You have to move, Maka."

She scowled at him. It would have been enough to kill any other man's boner, but it only made Soul run hotter.

"How do you know what we're supposed to do?" she groused, almost accusing.

"Common sense bookworm. You just gotta…"

And with careful guidance he got her to rock forward when he pushed up.

"Oh!" she practically chirped.

Her motions were awkward and unpracticed, and so were his, but they managed to find a suitable rhythm that rubbed in decent places. Soul gasped and his lips twitched awkwardly as he grinned stupidly, Maka's brows her furrowed in concentration, her fingers curling against Soul's naked chest. It was clear that he was going to get off again, but she was nowhere near where she needed to be.

"Souuuul!" she whined at him plaintively.

His hips slowed, but he did not stop.

"What? What is it?" he wheezed at her, riding that line of coherence and delirium.

"This isn't working. I need…I want…"

Maka knew exactly what she needed, but couldn't say it. She was barely able to keep her gaze focused on him as he stared up at her with dark, heavy lidded eyes of wine. All she could do was roll away from him and shimmy down her pants, hoping he would get the idea without her having to say anything more.

The sudden loss of writhing girl momentarily caused Soul's brain to short out as he attempted to figure out where she had gone. Once it had rebooted, it promptly exploded again as he noted his meister was stretched out, naked as a jaybird. Her arms covered her breasts, and her legs were awkwardly crossed, but there was no denying she was naked as the day she was born.

This was the best night of his life.

Even so, he wasn't going to rush her or push his luck. He was still well aware that he could have told her no when they were in the living room, but he hadn't, because he had been ready to explore with her. Learn with her. The fact that she was in his room at all, had let him touch her at all, showed she was ready in at least some capacity, but she thought about things more than he did. Thought about their implications. They were both impulsive idiots, but the consequences rarely mattered to Soul.

They always mattered to Maka.

He knew his eyes were glazed over and glassy with lust, and he wished he could hide the carnal beast he held within himself from his partner, but she had already seen it. But he had seen the jade dragon that danced in her eyes too, and decided to try and awaken it again. She was flushed skin and shallow breath, timid but needy. He could use that to his advantage.

"Hey, Maka," he whispered at her, a careful hand resting on her calf.

Oh…she was a little fuzzy. He wondered how often she shaved her legs, or if she did so at all yet.

Maka only shook atop the sheets, eyes squeezed so tightly shut Soul was sure she was going to have a headache. Her hands were buried in her arm pits to keep her arms blocking her chest.

Soul closed his eyes and took a deep breath. He wasn't going to force her to do anything. He wasn't going to force himself to do anything, either. Nothing beyond extending his wavelength to wrap around her, safe and secure, as they had done hundreds, thousands of times before.

He swore he felt the tension in her release when her soul practically entwined with his. And then he felt a small hand take his larger one, and it was moving, moving, moving until he was touching something soft, and wet, and…

"Hot!" he exclaimed, surprised.

Maka's hand was still on his wrist and he kept his eyes shut, allowing her to guide him as she saw fit. Thick fingertips curled into his palm before he reached out to touch again, and his eyebrows all but disappeared into his hairline when he heard a gasp.

"Are you ok?"

She pushed his pointer and middle fingers together and placed them against her before she found her voice. It was thready and weak, but there was a definite note of pleasure in her tone.

"Right there! Rub in a circle!"

He did as she asked, halting when he heard an annoyed snort.

"Lighter!"

Ok. Lighter. He could do that. The soft sigh that followed was a more than suitable reward, and the steady rock and roll of her hips made him brave enough to open his eyes to peek at her.

Her cheeks glowed pink and there was a notable flush that extended over her breasts, her lips parted much in the same way his had been earlier. He saw the tips of her ears burning red and hot, and unlike his eyes, that had been narrow, but open, hers were closed, though she had visibly relaxed.

Soul took the opportunity to look at her the way she had earlier, his free hand reaching down to run over coarse but neatly trimmed blonde curls. He laughed inwardly, somehow unsurprised that even when it came to such personal things, Maka was neat and organized.

Her hand had fallen away from his, which he assumed meant he was allowed to do as he pleased. The two digits that had been on what he assumed was her clit (because he didn't know a fucking thing) slipped downwards, back to the heat he had felt earlier. He was insanely cautious with his probing, separating pink lips that looked absolutely nothing like flowers or any other thing he'd ever heard used to describe a vagina.

He vaguely registered drool sliding down his chin.

"Is it weird?" a small voice cut through the silence.

Moss eyes regarded him warily, awaiting rejection. But there was none to be had.

"I don't think it's weird. Not that I know much about them."

Maka hummed noncommittally as he stroked between her folds. It didn't really feel like anything special, but the knowledge that he was the one touching her...it did things to her. Her hips tipped forward and she whined at him. She wanted more. This wasn't enough.

"More. Fingers. Want!"

Apparently Maka's higher brain function ceased working when Soul touched her. However, Soul wasn't so stupid as to make fun of her and have her stop their little lesson. He only did what any good partner would do and obliged her, carefully sinking a finger into foreign heat.

She sighed.

His eyes went wide as he watched his finger disappear and he grabbed at his cloth clad dick in a pathetic attempt to keep from blowing it on the spot.

"Maka…you're so…so…" he struggled to find the right words, though he did manage a rumble when he finally continued. "Wet. Hot. I didn't know girls were so hot…"

"Another!" she demanded, hips canting upwards.

"Wait, what?!"

"Anoooootherrrr!" she purred. "It'll fit…bigger things than your fingers fit in there!"

Death on a door knob, he did not need to consider the implications of that. Nononono. A second finger was obediently and cautiously inserted, a moan escaping him as he felt smooth muscle ripple over the inserted digits.

"Did you just…?"

This time she had the gall to laugh at him.

"Not even close," came the reply, heavy laden with another sigh as her own fingers found her clit and stroked.

Soul's pride was momentarily wounded as he watched her work at herself, but it occurred to him that she hadn't told him to stop. And besides, it was erotic as hell that she was touching herself while his fingers were buried in her. He got over his hurt feelings quickly enough when he started a gentle thrusting and experimentally curled his fingers within his meister.

"Do that again!" the blonde yipped at him.

He complied and her fingers worked faster.

"AGAIN!"

Her own hand pulled away, wet fingers curling around his wrist to re-position him against her clit again. Maka was going to fucking come, but Soul Evans was going to be the one to get her there, goddamn it! She was staring at him now, her own eyes ablaze with the desire to find completion. She wanted it, she was so close!

Her fingers guided his and Soul's eyes expanded to the size of saucers as he watched Maka writhe beneath him. Sweet death was she loud! She was a little hellcat and it was sexy as fuck! The way she came was entirely different from the way he did it. She went stiff and still, and he felt a strong throb from her core followed by some shorter twitches. Her fingers clenched and gripped at his wrist and her top lip was pulled between her teeth, heavy puffs of breath escaping her nose.

Did all girls look like this when they came, or just Maka? He was not so inclined to find out, because he'd be happy to watch Maka do it over and over.

Soul removed his hand from her crotch and raised his fingers to his nose, unabashedly sniffing at them in curiosity. A chuff escaped him and his tongue flicked out to taste his digits.

"Hmmm," he hummed quietly.

"What? Bad?" Maka queried, worried about his assessment.

"You weren't wrong before. Jizz smells like bleach," he said softly. "You, however, are…neutral. I wouldn't mind sampling directly from the source some time." He waggled his eyebrows at her.

He was rewarded with a slap to the shoulder, though her smile was warm and inviting.

She was already pulling her pajama pants back on, searching for her t-shirt while trying to ignore the elephant in the room. When she had located her prize, she quickly pulled it back over her head and scrubbed at her arm, unable to keep herself from staring at Soul's reanimated groin.

"Do you, uh, need some help with…"

Soul snorted and then laughed, ruffling her hair. It was a strangely brotherly gesture considering the activities they had just engaged in, but nothing about the evening had been particularly normal.

"Nah, bookworm. It'll go away…don't really think I'm up for anymore tonight."

He was totally lying.

"Oh…ok then. I guess I'll go order dinner then."

"Yeah, ok."

She was almost out the door when Soul spoke up.

"Hey Maka…maybe we could, y'know…do a little more studying tomorrow?" his voice cracked as he made the insinuation.

"Yeah…I'd like that. Lots of things to learn about yet."

Indeed. Lots of things to learn about yet.