Chapter2

Roxy had woke up in her own bed this time and decided to take a nice warm shower. Brainy however did not have such a nice sleep, his mind was being rather perverted at the moment and he couldn't understand why, he'd tried everything to shut it up but it just wouldn't cooperate and carried on showing him images of two nights ago. She switched to her Zorainian form and turned the water on. Brainy had heard the water turn on and his mind did it again! 'Go on, I'm sure she won't mind.' It stated 'will you shut up!?' he thought/yelled. Roxy had heard his little conversation and smiled then remembered the legion had gone off on a mission without them.

"Time for some fun." She smirked slyly "but how to get him here... I have an idea." she stated and turned human then thought putting on an urgent mind voice 'Brainy, help!' she called and he looked round 'hey, your girlfriend is calling you!' the other one stated and he stood up and walked out of his room then knocked on the bathroom

"You ok?" he asked

"I need your help a minute." She replied and he shook his head 'she wants you and you know it' and he opened the door to find nothing then a voice appeared "So gullible." It stated down his ear and he knew exactly whose voice that was 'my turn.' His inner mind stated and grabbed the invisible Roxy and pushed her against the steamed up tiles then pressed up against her towelled form as she became visible smirking mischievously, "Aww you caught Me." she purred and he covered her mouth with his own, then trailed down across her jaw line as she moaned under his touch "maybe...we should go somewhere more... comfortable?" she suggested whilst moaning and he looked at her and she noticed... he had the same look as he did two nights prior, his eyes were different, hazy and lust filled

"We have the base to ourselves... I don't see why not." He smirked and she teleported them to her room "perfect." He purred down her ear and kissed her swan-like neck whilst the moans she squeaked out lead him on. They moved backwards and she fell back onto the bed (do you believe that the towel is still wrapped round her :D) and he crawled on top of her. He ripped the towel off her and she gasped, he was waaay to good at this. He stopped his actions to admire the young woman on the bed. Her sky blue hair was spread out underneath her head, breasts moving in time to her breathing he could read her like a book sometimes. Leaning down, he lowered himself once again to kiss her, he wanted her. Desired her. No one else would do for him. It had to be her.

She smiled into the kiss, as he let his body do whatever the hell it wanted too. He smirked darkly as he placed his hands on her hips, letting her set the pace. When they parted though, he resumed making his way back down her body. And he chuckled as his lips moved lower, further south, and her breathing hastened. When he passed the place where she wanted him to be at most, she groaned in dissatisfaction.

Feeling his smile on her thigh, she lifted her head to glare at him, only to fall back onto the bed when he pressed his lips satisfactorily hard against her clit, tongue pushing into her opening as he licked her over and over. Although struggling for breath, she found her fingers fisting themselves in his hair, her legs pushing her closer to him. His hands migrated to her hip and thigh, holding her steady as he continued to taste her. Soon though, his left arm was placed across her hips and the middle finger of his right hand had taken the place of his tongue. Using his lips, teeth, and tongue on her nub, Brainiac 5 listened to the cries of pleasure that was sweet music to his ears. As he inserted a second finger, he simultaneously moaned, the wider intrusion combined with the heavy vibrations causing her to arch her back as her lips parted in a silent cry as her orgasm ripped through her being.

Satisfaction oozing from every pore, Brainy kissed his way back up to her as his fingers continued to pump into her, helping her slowly descend from her high. Reaching her lips, he kissed her roughly since he knew that's what really turned her on. They parted for a second

"You're still dressed." She stated sexily

"You can fix that can't you?" he asked huskily and she fazed the tight fitting outfit off of him

"Ahh the wonders of Intangibility," She purred

"Yes, the wonders." He whispered down her ear making her spine tingle with desire and lust and she flipped them over

"My turn." She stated and kissed him forcefully as her hands roamed over his metallic form, each place she touched the sensors shot waves of pleasure throughout his body making him groan in mind-swirling bliss. She decided she was going to have some fun with him and trailed hot kisses down his chest earning quite a few grunts and moans. Her fingers grasped him firmly, gently, moving in rhythmic strokes. His hand tangled in her hair, pulling her lips to his. She coaxed his tongue out and sucked him in time to her strokes, making him jerk up in pleasure. His hips began to follow her, groans tearing from his throat. He pulled away from her. "Roxy-" She made a trail of kisses that led down his body, her hand never stopping the pace she had set; then she took him in, scraping her teeth lightly against him and sucking as he bucked in her mouth. Roxy revelled in the whimpers and groans of the man in her bed, and took him in as deep as she could. Brainy gasped her name, tightening his hold on her hair and trying not to buck hard in her mouth. But she was making it so hard for him to hold still. She played with his member, teasing the head and tracing her tongue on the ridge on the underside of the erect appendage. He pulled her up, holding her steady as he regained control of his lust. "You- oh God, Roxy, please…" he whimpered as her hand resumed toying with his member. then she travelled back up and kissed his neck "I want you." she whispered. Brainy's eyes darkened at that. He found the strength to sit up and flip them over, holding her hands above her head. He kissed her hard; his forceful entry between her lips had Roxy begging for more.

"What the lady," -kiss-, "wants," -kiss-, "is what the lady" -kiss-, "gets." he replied whilst kissing her roughly and parted her legs with his and thrust deep inside her 'god I love how he can extend any part of his anatomy' she thought

"Harder..." she groaned as she wrapped her legs around his waist pushing him further. He quickened the pace creating waves of pleasure that flowed between them. "Faster!" she moaned loudly and he complied. The moans from her room travelled throughout the entire base, lucky the team had left for a while. Struggling to breath as her breath was stuck at the back of her throat she pulled him down and their lips crashed together "Brainy..." she moaned "...don't stop." she begged as his thrusts became quicker and harder giving her so much pleasure that soon it'd be coming out of her ears. He felt her legs clench around his waist and realised she was reaching her climax, he thrust deep deep down as far as he could without hurting her inside, so overcome by bliss she screamed as her orgasm came "BRAINY!!!!" she yelled as her climax was breached and her slowed his pace down until he collapsed on top of her breathless.

"Querl Dox, I can officially say, you are far too good at that." She smirked breathlessly and he kissed her passionately, she snaked her arms around his neck and he gripped her sides

"Well, I guess you won't mind another round then." He smirked and she grinned and pulled his head back down into a forceful kiss as he took her again.

Next Chapt there is a massive surprise for Roxy and for the rest of the legion... except Brainy of course!