…They were running through the jungles trying to locate Arachne's lair. The landscape moving violently from side to side, if he watched it much longer he was going to be sick.

Instead he focused on her. Her face was set, green eyes intense with determination. A slight sheen of sweat visible on her neck…

"Oooh! Having a looksee," the red demon cooed. "Mind if I join?"

Fuck, he had been in the room. Soul walked out slamming the doors shut behind him. Oh no you don't, you dirty piece of shit. That red bastard wasn't going to ogle Maka on his watch.

"So tempting to give in-"

The demon's words were cut short. What temptation? He wasn't giving in to anything, it was perfectly normal to be looking at her, she was steady, while the landscape blurred, only an idiot would pick the landscape. After all it wasn't as if he thought about her like…like that. She was his meister, damnit.

Her green eyes were bright with determination.

…In a far off portion of his mind he heard or felt some sound he couldn't place…

A slight sheen glistened on her neck… he lowered his face and his tongue reached out tasting. Salty and sweet, Maka, his body trembled and he held onto hers more tightly. The motion now was less side to side than it had been and now more of a steady rock.

His eyes opened truly seeing. It wasn't the rocking motion of her run.

Oh fuck me. He squeezed his eyes shut, please don't let this end. His tongue explored her neck memorizing the feel of the delicate skin, the taste, the feel of her pulse and sound of her ragged breath.

He opened his eyes only peeking, green eyes locked onto his, black pupils narrowed. He throbbed within her, it was the look she wore when she was kicking ass and he was going to lose it.

"Kiss me," She whispered and he did. Their worlds connected two souls, one body.

That was when he heard her scream.

Soul came out of the dream like a bucket of freezing water was thrown on him. The silence was deafening but he knew he heard her scream. He jumped out of the bed and ran down the hall. A second later he threw her door open, flipping on the light which was momentarily blinding.

"Soul!" she screamed. "What are you doing?"

Disoriented, he saw her sprawled on her bed, covers and sheets thrown asunder, her hair wild and her face turning a bright shade of pink. In a matter of moments he took in the detail of her nipples straining against the thin fabric of her camisole, her legs initially spread wide now clamped shut as she sat up drawing her knees together tucking her feet underneath her, but not before he caught sight of her panties, white and simple. She jammed her hands in her lap blocking his sight, but that did nothing to stop him straining against his pants.

He saw her bright green eyes go wide as she registered the twitching movement.

And then it was his turn to go deep crimson as he turned to the side and with one deft motion tucked himself into the waistband of his sweatpants, turning back to her, both of their faces bright and burning.

"What do you mean what am I doing?" He realized he was getting louder the blood roaring in his ears as he watched her eyes dart from the still obvious bulge in his shorts to his scar, lingering somewhere between his chest and his eyes. "You're the one screaming!"

Her face was an unreadable mask of bright red as she yelled back defensively "I was having a bad dream!" And then she burst into tears. He watched her pull her pillow onto her legs. She untucked her knees and brought them up, crossing her ankles and cried pathetically. He was at a loss for what to do.

Reaching out he shut off the bright light, already the window is lighter as dawn is closer than it was moments before. He turned to leave and let out the breath he was holding. Padding silently to her bed, he couldn't leave her crying.

The bed squeaked protesting his weight and shifting hers. She looked up as he put his arm around her. "It wasn't cool of me to yell at you, was it?"

Her expression, unclear to him in the dim light.

"I'm sorry I screamed." She whispered.

"I freaked, I thought something bad had happened to you." He felt their souls brush due to their proximity and his heart swelled with desire to resonate with her.

Soul held her tighter, his breath shallow. The close proximity wasn't doing his erection any favors. Now sitting so close to her he realized he was staring at her neck with that drunken sleep look. She ended up stuffing the pillow firmly between her legs but in doing so she displaced the air around her. Air he realized that was perfumed of Maka.

Maka shook her head and her blond tresses, free of their pigtail binds, whipped around her head further enveloping him in her scent. If he didn't leave now, he'd risk destroying the one thing she wouldn't ever forgive. He had always known she had no trust for men who thought only with their pants. That wasn't who he was. This…his body's compete uncool betrayal of his feelings was due to their complete and utter trust and intimacy, he wanted her, yes but he had respect for her.

He had to get out, but her soul was calling to his and if he let her in, what then?

She knew his every vulnerability, but there was nothing compared to her knowing this. It was more than physical and he would never hurt her like what her father had done.

And for whatever reason with those un-jointed thoughts, in a bright moment of clarity, he realized what she might have been doing before she screamed. It never occurred to him that she might masturbate, did girls even do that? He didn't do it often but it happened from time to time. Yes a lot of time was spent with thoughts of her neck and legs, not disrespectfully, more or less reverently. It's not like he cared about any other person's neck or legs…but… fuck! Who was she thinking of?

He felt her soul reaching out for his. Given the situation would she be doing that if she was thinking of someone else? He wasn't sure he had the heart to find out.

He felt confused, and uncomfortable. He did the only think he could think of that could be considered an appropriate response to the situation. He kissed her forehead and got up with the same groan of springs from the mattress.

Looking back at her was not an option, but he paused at the door…"I'll see you at a more reasonable hour." The burn of humiliation was uncomfortable…he shut her door quietly and slipped into the bathroom. An ice bath wouldn't be enough to cool his shame but he had to try, right?