A/n: fic is still dedicated to Kaitlyn. You know you might have fics dedicated to you if you were as awesome as she is.

Fay's palms were sweaty and his mouth was dry, the whole world seemed to stop. His breath seemed to hitch and Kurogane's red eyes seemed to pierce him. He couldn't believe Kurogane was suggesting this, how would they even go about it?
"Yes." He whispered daringly. "Yes I'd love to." He moved slightly closer, closing his eyes in preparation for a kiss that didn't come. Kurogane flipped out his cell phone.
"Cool, I know just the girl." Kurogane grinned. Fay's eyes snapped open and he turned scarlet. "She's… well yeah okay she's slutty, but she's the girl I lost mine to, so she's used to dealing with first timers." Fay shivered, feeling utterly embarrassed that he'd misunderstood, he slumped backwards on the bed. "She's one of the few girls I go back to." He added, which was Kurogane's way of saying she was good in bed. He began dialling a number. "I'll be right back." He promised, and left the room to make the phone call.

Fay felt stupid, how could he have been idiotic enough to assume Kurogane had meant himself. He was delusional. Kurogane was straight. And then there was the girl, how was Fay meant to explain to a strange young woman that he didn't ACTUALLY want to have sex with her, he wanted to sleep with her new pimp. Fay shivered. Maybe he should just go through with it. It was a one night stand after all, and it wasn't meant to mean anything. Fay supposed if he laid back and thought of other things… black haired red eyed things, he could at least pretend to be enjoying himself.
"You're all set." Kurogane announced entering the room again with a very proud look on his face. "Grab your coat."
"What NOW?" Fay asked incredulously.
"Yes now, like I said she and I go way back, I asked her a favour. C'mon." Fay felt dizzy, but allowed himself to be dragged from the bed, stood up and lead out the door.

It was only halfway through the walk there that Fay realised he must've autonomously put on his fluffy coat and followed Kurogane, as they traipsed through the autumn leaves Fay wished the ground would swallow him up.
"She's perfect for you." Kurogane promised.
'Perfect for you maybe' Fay thought bitterly and followed Kurogane up a flight of metal steps on the outside of an apartment building: the fire escape. The fact they were sneaking in made this seem all the more sordid. Kurogane counted floors as they sped up but Fay dragged his feet, this whole thing was a terrible idea. Kurogane tapped his foot and nodded to a large window, before ducking inside.

Alone, Fay debated running back down the 7 flights they'd ascended, just fleeing. Changing schools. But Kurogane ducked his head out of the window.
"Oi." He barked. Fay nodded, swallowing heavily but dipped in through the window. The apartment was cosy, for lack of a better word, it looked like a respectable place, even if the girl who lived there was a promiscuous little hussy. Fay pretended not to notice Kurogane's beeline for the bedroom and instead looked around. Light blue walls, white carpets, an old fashioned TV set. He heard voices in the next room. Kurogane's and a girl's. Fay was very reluctant, but when called he approached the bedroom carefully, as though walking to his doom.
"Fay, Kari, Kari, Fay." Kurogane offered as means of introduction. Kari was a pretty little thing, about 5ft tall, with long black hair and large golden eyes, she was wearing a fluffy blue bathrobe and a smile. The bathrobe disguised most of her figure but he could see the feminine curves of breasts and hips. She was stunning. He just wasn't attracted to her.
"Hi." She said sweetly. Despite the dryness of his mouth, and the fact he couldn't think of a way to escape the situation, he found his mouth forming the word
"Hello." but it came out as more of a husky whisper than a word.

"I'll leave you to it then." Kurogane said, apparently satisfied with his matchmaking skills. Fay decided, as soon as Kurogane was gone he'd explain to Kari that she was lovely but just not his type and…
"You aren't staying?" Kari asked in a tone that showed her disappointment. Fay's heart sped up to the point the was sure it would burst in his chest, his head whipped around to look at Kurogane who shrugged.
"For his first time he's probably just best one on one."
"But it will be more fun if you join in! You can show him what to do." Pouted the girl. Kurogane shrugged again before looking at Fay whose cheeks burned scarlet.
"Okay by you?" He asked. Fay whimpered, this was all way too much. Apparently mistaking the noise for enthusiasm Kurogane nodded. "Let's get this party started then." He said, pulling off his shirt and crossing to the double bed.

Fay just stood there awkwardly and Kari looked sympathetic. She approached him and shrugged his coat off of his shoulders, letting it fall to the floor.
"Don't worry. We'll make it easy for you." She said reassuringly, taking his hand and walking backwards, leading him to the bed. She pushed him into a sitting position, before removing her bath robe. Kurogane audibly moaned. Kari was wearing nothing but a red thong, her bare breasts pointed directly at Fay's face. "You like?" She asked. Fay said nothing. Kari smiled.
"Not the first time they've rendered a boy speechless." She chuckled, before leaning down and kissing Fay. Fay's response of moving his lips was automatic, even though he'd never so much as kissed another person before. She tasted of strawberry, Fay, who had always liked sweet things, didn't particularly like this. It felt wrong. It felt forced. She pulled back with a smile.

"You can touch." She said reassuringly, mistaking his apprehension for nerves. Fay didn't want to touch, but Kurogane was watching. His hands raised awkwardly, intending to go to her chest but he panicked at the last moment and instead cupped her cheeks and she drew in for another kiss, laying him down flat as she did so, climbing on top of him and straddling. Fay felt sure he was about to die from sheer awkwardness as she unbuttoned his shirt. Her hands wandered up and down his stomach. Kurogane came up behind her, his hands had no problems venturing to her breasts, and he began kissing her neck. Fay had been about to protest, to object to this whole situation, but the sight of Kurogane above him, with Kari's weight on his crotch was enough to turn him on even if only slightly.

"Aha." Kari breathed with a smile. "Enjoying yourself now Fay?" She asked, but Fay ignored her and instead focused on Kurogane, what Kurogane was doing to Kari, imagining himself in Kari's position. Would he giggle like that if Kurogane was roaming his hands over his chest? Fay's hips shifted involuntarily. "Oh I get it." Kari said cheerily. "You like to watch?" Fay nodded slowly, he couldn't deny he didn't mind watching this. Kari grinned and turned to Kurogane. "Then how about we give him a show." She asked daringly. Kurogane said nothing but lay back. He'd slept with Kari often enough to know the procedures and positions. Kari clambered off of Fay, who was relieved. Fay was bewildered as to how he'd gone from being a virgin to being in a threesome in around 10 minutes.

She got on all fours ass facing Fay, unzipping Kurogane's jeans. Fay watched in fascination, he'd seen Kurogane's cock before during sneaky showers, but never erect. At full mast Kurogane was impressive, at least 7 inches long, swollen to full thickness. The tip was flushed a lovely plum colour. Fay shuddered, his imagination running away with him again. He could definitely imagine losing his virginity to that! Kari's hand blocked his spectacular vision, as she took Kurogane's member and began pumping slowly. Kurogane panted.
"Come closer." Kari ordered Fay, who very hesitantly did, his eyes still on Kurogane. Kari's other hand began running up and down Fay's thigh, it made him feel uncomfortable. He didn't like her touching him, even less so when her hand slipped into his pants, groping him through his underwear.

Kurogane was breathing heavily, that was the only reason Fay was still erect, Fay had thought Kurogane looked beautiful after sex, but my god, during sex, Kurogane was the sexiest thing in the world. His hair was damp with sweat and changing shape, his face had flushed, and his eyes had half closed, his tan body laid out below them both as Kari jacked him off. Kari's hand slid underneath Fay's underwear and it felt all wrong, her hand was delicate and soft, he wanted to feel the rough calloused fingers Kurogane was currently winding into Kari's hair. Fay's heart panged with jealousy as he realised what Kurogane was doing. He pulled Kari's head closer and she obeyed. Fay's breath hitched as he watched the girl take Kurogane's purple-tinted head into her perfectly pursed strawberry lips. Kurogane was only here for her. Fay felt sick watching him enjoying another person. He felt sick allowing another person to touch him, to touch his love.

He'd had enough.
"I can't do this." He murmured, Kari gave his now limp cock a reassuring squeeze. "No really I can't do this!" He insisted and pushed her away. She and Kurogane stopped their actions as Fay buttoned up his shirt and rearranged his pants.
"What's your problem?" Kurogane asked breathily.
"My problem is you! You idiot! You don't know me well enough to know that THIS isn't my thing?" Fay felt tears springing to his blue eyes. He clenched his fists. He hissed. "I want YOU. I love YOU!" He blurted, and as soon as he'd said it he knew he'd wrecked any hope of friendship they had remaining, and he fled the building as fast as his legs would carry him, leaving his coat abandoned on the floor.

Kurogane lay there stunned. Kari bit her lip and pulled her night robe back on.
"Well…" She asked awkwardly. "Are you going to go after him?" Kurogane didn't know.

A/n: That was SUCH a difficult chapter to write, Fay+Girl=AWKWARD. For those of you who haven't yet abandoned this story PLEASE review.