How did we end up here?

I'm sitting on Maka's bed in nothing but a towel wrapped around my waist waiting for her to get out of the shower. How did we end up here, how did it go from innocent kissing to us deciding this was a good idea? As I wait, I think back to about two weeks ago.

We had been hanging out with our friends when the subject came up and Maka and I both had confessed we knew nothing about the opposite sex despite the fact we had been living together longer then most partners. It was Black*Stars dumbass that had said "Why don't you guys just practice on each other?" I still can't believe I let his words creep into my head and screw up my image of Maka as my best friend and Meister.

The thought stewed for two days before I had to know if it was even a possibility that she would go for something so, out there. We were sitting on the couch I was watching some stupid reruns on TV, while she was reading one of her books when I got enough courage to ask.

"Maka."

"Hmm?"

"Have you thought about what Black*Star said a couple days ago, you know when we were all hanging out?"

"You mean about us?"

"Yeah, I mean hear me out. If two friends were to help each other out by learning the basics without all the stress, nerves, and pressure, wouldn't that up their confidence to pursue other relationships?"

"What are you preposing?"

"I prepose that we, as two friends, we help one another by teaching each other how to be with the opposite sex, this way when we do find someone we want to be with, it will take all the fear and awkwardness out of the situation that may result in the ending of a potential relationship."

Maka looks at me like I have lost it, and I'm starting to believe I have when she starts to blush.

"Where do we start?"

"Um... how about kissing?"

"I'm not kissing you." Maka says.

"Have you ever kissed a guy?"

"Well... no."

"If we are going to help each other, I am not going to let you fail because you didn't want to kiss me."

"Have you kissed a girl?"

"A couple of times, but it was nothing serious and that's all it was."

"Fine, but you can't tease me about it."

I smile, " Why would I do that? I'm your friend."

Maka takes in a deep breath and lets it out. I scoot closer to her and turn off the TV, setting the remote on the coffee table. She turned so she is facing me, taking another deep breath. I take the book from her hands and lay it next to the remote.

"Relax, that's why you're doing this with me so there wont be any stress."

"Easy for you to say, you've done this before."

"Well if you didn't have your nose stuck in a book all the time."

Maka glares at me, not the best way to start out.

"Sorry..." I say "You do need to relax, I'm not going to criticize you. Now the main thing to remember is that if a guy is going to kiss you, you let him lead. If he starts to tilt his head right you tilt left."

Maka nods.

"To make it less weird the first time you should close your eyes." I watched as she closes them nodding some more. "Ok I am going to tilt to the left, so you tilt to the right."

"My right, or your right?"

"Your right."

She tilts her head slightly and I hesitate just a second before putting my hand at the base of her neck and leaning in. My lips touch hers lightly for a couple of seconds before I pull away.

"How was that?" I ask.

"Not bad." Maka says a bit surprised.

"Ok, this time is going to be a bit different, again remember to let me lead."

Maka nods and closes her eyes, tilting her head to the right. I lean in and press my lips to hers again, this time moving them slowly until she catches on. Our lips are moving together, I decide to step it up without telling her by running my tongue across her bottom lip, she flinches in surprise but my hand on her neck stops her from pulling away completely. I run my tongue over her lip again and this time she replies with her tongue. I let her get use to the idea of our tongues mingling together before I pull her closer and invading her mouth. Maka lets out a muffled sound of protest before relaxing into it.

Minutes go by, my hand at the back of her neck starts to move letting her have free rein at moving. She does what she does best, taking the control by putting her hands in my hair as she pulls me in deeper. She is a fast learner. I can feel myself starting to react to all the stimulation, but not wanting her to catch on to what she is doing to me so I try and stay still. Maka pulls away abruptly leaving me sitting there with my eyes closed.

"How did I do?" She asks.

"That was amazing..." I say. "I mean it was alright." quickly trying to cover the fact that she was a natural.

Maka giggles, a smile on her face, "Should we continue, or move on to the next lesson?"

"The next... um, no we should make sure you are comfortable with this one before we move on."

"Is there going to be a test at the end?"

She sounded so excited that I said. "Sure."

Three days later as we sit on the couch in yet another long make out session that always left me turning in early for the night; Maka pulls away.

"You know we have been doing this for a couple of days and I think I am confident with it, maybe we should move on."

I swallow hard knowing the next part would get more intimate. "Ok, How do you want to go about it?"

She shruggs her shoulders.

"Well, it's going to be awkward out here on the couch so... mine or yours?"

"Wait, what are we doing that we would need to go into a room?"

"Um..." I start.

Maka shakes her head. "Mine, it's cleaner and it will feel like I'm actually studying."

I nod and follow her down the hall and into her room. She turns around when she gets to the bed, standing there waiting for me to tell her what she needs to do. I close the door, not needing Blair to walk in.

"Where should we start?" She asks shyly.

I walk over to her slowly, putting my hands on her shoulders and push her so she's sitting on the edge of the bed. I move so I can sit down next to her, Before she can ask what's next I kiss her, picking up where we left off. I slowly start to push her down onto the bed and she lets me do it, my hand touches the skin between her shirt and skirt and I take advantage of it by slipping my hand under her shirt, sliding up to cup her small breast. I start to rub my thumb over the material of her bra, Maka pulls back as best she can.

"Soul... next lesson." She says breathy.

I grin and move my mouth to her neck, kissing and licking. Maka is stiff under me, and it makes me wonder if I am doing it right. I decide to ask since all of this is to perfect the basics. I move to her ear and whisper, "Is this ok, you have to let me know."

"Yes! Yes that feels good." I smile against her neck as my hand travels down, hesitating at her waist band before moving lower. I start to rub her thigh working my way back up and under her skirt slowly. Her hand stops mine just as it disappears under her skirt.

I pull back to look at her, theres fear in her eyes. "We don't have to do this."

"I want to do this." She says shaky.

"Well we don't have to do this lesson today."

She shakes her head. "It's just, I didn't realize what a big jump it was from kissing to the next thing."

"I'll take it slow, I won't move any fabric unless you want me to."

She nods, "I don't know why I'm so freaked out, it's not like I haven't done this to myself."

"Would you rather you do it to yourself while I watch?"

"No! that would be weird. Just do it, with cotton between at least until I'm ready."

"Ok, but you've got to tell me what to do, you may have done this a thousand times but this is new to me." I say honestly.

Maka smiles, and releases my hand so it can finish it's journey. I go back to kissing her neck as my finger feels the edge of her underwear. I slide over until I feel heat and a bit of a wet spot. I'm not so new to this that I'm surprised, I mean I know how a woman works, I have watched porn and stayed awake through most of health class. I press my finger into the wetness and Maka gasps letting it out in a shy moan. I take that as a good thing as I slowly start to rub.

"A little harder." Maka says.

I push a bit harder, feeling the wetness spread. Her hips jump slightly, slipping my finger a bit lower finding the source of the wetness.

"Keep your fingers flat while going between the first spot your finger was at and where it is now."

I fix my fingers and rub from the nub to her opening. "Like this?"

She breaths in a sigh, "Yes, just like that."

I go back to kissing her neck, her hands have found their way to my hair, pulling at it as she gasps for air.

"Soul... go under."

"Under?"

"The underwear, go under them."

"Oh." I say, lifting my hand and maneuvering up and under the cotton.

I place my fingers on the hot flesh and Maka lets out a sound as if I burned her. I slowly start to rub, feeling all the different creases and folds. I find the spot I have been rubbing but it feels different without the cotton between our skin.

Maka in takes a sharp breath, "Right there... Oh keep going." she exhales.

I can feel the hardness in my pants pushing against my jeans, desperate to get out but I push past the urge to relieve myself and concentrate on Maka. She bucks her hips up again sliding my finger down only this time they slip into her and she cries out. I freeze thinking that I did something to hurt her.

"I'm ok, keep going."

I slide my fingers out and back onto the hard nub and begin working the same area as before. I occasionally let my finger slip further down causing Maka to buck her hips. Just when I don't think I'm getting anywhere she tenses up.

"Just a little faster, right there... move in a circular motion."

I move my hand faster, my fingers pressing a bit harder trying to keep from slipping off completely as I do what she says. Maka's hands have moved to my arm, fingers on one hand start to contract, her breathing speeds up. I pull away from her neck to look at her face. Her eyes are clenched shut, lips parted by heavy breathing.

"Soul..." She cries out as her hand stops mine from moving between her legs. I can't believe that just happened. I can't believe I was able to get her off, I mean with her help sure but, damn. Maka just lays there trying to catch her breath, my hand still between her legs mainly because she hasn't let go of my arm so I can move it.

"Can I take a break before we continue with the lesson?" She says.

"I thought the lesson was over with." I say, thinking she wouldn't want to do any more.

"This was your lesson, I still have mine." She says.

I swallow hard thinking of her helping me with my release, it wasn't as graceful as hers and in my opinion, much messier. "Um, we don't have to."

"Soul, you have been pressing against my leg since we started, a good friend isn't going to let the other deal with that themselves."

If she had been one of the guys I would have insisted that I deal with it myself, in fact I would not be in this position if she had been one of the guys, but as it is she's not one of the guys and she was right, this would happen eventually and I was really hard from all her moaning and hip wiggling. "Fine but I warn you it can be messy."

Maka rolls her eyes as she reaches down next to her bed and pulls up a hand towel.

"If I didn't know any better I would have said that you planed this."

"Shut up and trade me spots, and take off your jeans unless you want them to get dirty."

I stand up so that Maka can get up and so I can take my jeans off. I lay down in my boxers and t-shirt, taking a deep breath.

"Close your eyes." Maka says.

I do as I am told and before I can ask why, her lips are on mine. Her hands are pressed to my chest, but she takes the kiss to the next level, as she nibbles on my bottom lip. Her hand moves lower past the waistband of my boxers and to the opening in them. I feel her fingers caress my erection through the material and resist thrusting my hips into her hand.

She breaks the kiss "It's bigger then I thought it would be." She admits as she continues to rub me through my boxers.

"Are you disappointed?" I ask with a smile on my face.

"Not at all." She says before her lips are on mine again.

Her hand does a strange twist and her fingers touch me bare. She works at getting me out of my boxers and goes straight into stroking. I can't hold back the small thrust I do, Maka bakes the kiss again with a smile.

"Does this feel good? Am I doing it right?"

"Yeah... are you sure you've never done this?" I ask leaning my head back into her pillows as her hand moves up my shaft to caress the head.

"You're not the only one who's watched porn and has learned a thing or two, but no, I have never actually done this before."

"Well you're doing a great job." I say forcefully as my hips move slightly once more.

"Awe come on you can't give me any advice?"

I let out a grunt. "Squeeze harder around the shaft and loosen your grip as you work toward the head."

"That's better." Maka says.

She puts my words into practice and it doesn't take long before I'm gripping the sheets.

"You'll let me know before, right?"

"Yeah." I nod. "Go a little bit faster."

She hesitates in her rhythm but gets it down when my hips prove she's doing it right. I can feel myself getting close and I don't want to surprise her.

"Getting close, little faster. When I tell you to, slow it way down."

"How slow?"

"Don't worry, I'll help you, but until then don't stop."

She puts all her concentration into the task at hand, and as she rubs her palm over my head once more, spreading the pre-cum I know I'm about to lose it.

My hand reaches for hers taking hold of her wrist. "Fuck!" I hold her hand down at the base as I ejaculate, feeling it hit my t-shirt covered chest. I give her credit for holding on and not freaking out, I move her hand up then down the shaft again getting more out as I throw my head back once more.

"Tighten your grip."

She does as I say as I move her hand yet again up then down the shaft, squeezing the last of it out.

"Ok, you can let go now."

"Wow, that was... that was something else."

"Come on you've never seen a guy cum in a porn?" I ask catching my breath.

"Well yeah but theres just something about seeing it first hand."

I laugh wondering if she was turned on by it or disgusted.

"So now what?" She asks.

"Something that never happens in porn, after a guy cums he tends to get really tired."

"You're not planning on sleeping in my bed are you?"

"Maybe." I say sitting up and taking my ruined t-shirt off and tossing it to the corner of her room with the rest of her dirty laundry. I lay back down and take one look at her and know she's planning something.

"Fine sleep away, it's not like we haven't slept in the same bed before." Maka lays down next to me and for some reason all I want to do it work on what I have learned.

"Are girls like guys? Are you done with one?" I ask.

Maka laughs. "No girls can do it multiple times."

"Do you mind if I..." I start to slide my hand across her stomach.

"If you want to..." She says closing her eyes.

I was successful two more times that day before I was to tired to move and Maka paid me back first thing the next morning. We went on like this for a couple of days, we even got comfortable enough to do it on the couch as well as other places. We were able to keep the fact that when we were alone we were practicing from our friends and I even denied it when Black*Star called me out after he almost caught me playing with Maka in the music room no one went into except for me. After that Maka had put a stop to practicing outside of the apartment.

It wasn't until I accidentally licked my finger after they had been inside Maka that I wanted to push the lessons forward.

The next time we were practicing in my bed I asked. "Can I move forward with my lesson? You don't have to if your not ready but I think I'm ready."

Maka nodded, a bit out of breath from the orgasm I just gave her. Her skirt was still on but she had lost the cotton panties awhile ago. I start to move down kissing the exposed skin at her stomach and then her thigh.

"You're going to have to let me know what feels good." I say while still making eye contact.

"Ok." She says sounding nervous.

At first I start by licking as it is, feeling a bit nervous myself but with the taste of her came a confidence I didn't know I had. I pushed my tongue deeper into her parting what I knew were called labia.

Maka lets out a breathy sigh. "Just do what you do with your fingers."

There's a reason she gets straight A's. I continue to explore her with my tongue but when I find her clit she cries out. I flick my tongue over it repeatedly and her finger are soon in my hair as her breathing picks up. I experiment with sucking her clit into me mouth which must have felt good because I've never heard Maka curse as she becomes very familiar with the word "Fuck."

I let the nub go and continue to lick taking the nub back in my mouth occasionally, twirling my tongue around it.

"Fuck... put your fingers inside me." She sounds on the verge of pleading.

Not wanting to tease her I rub my fingers around her opening, up and over her clit then back down again before easing them into her. I have to use my other hand to hold her hips down as I take her clit back into my mouth, my fingers start to caress the spot just inside, like I had learned felt really good to her. Her hands are on my head, fingers pulling at my hair, her breathing is reduced to pants and I'm really glad I have learned to read her body language in the last week.

She arches her back. "Fuck... Soul."

Her insides clench onto my fingers and I can taste her cum as it is being pushed out by my still slowly moving fingers, which I slide out and continue to lick the sweet nectar.

Maka is learning how to breath again while I sit up, wiping my face off with a towel I had learned to put by my bed. I lay down next to her with a smile on my face and and start to ask.

"Was that ok?"

Maka sits up, leans forward and releases me from my boxers. Before I can mock her, her mouth is over me and it's my turn to use the word fuck in the place of coherent words.

She can't fit me completely in her mouth though she tries and has to make up for the lack of mouth space with her hand, which she takes a firm grip and concentrates on just my head. She does a similar move with her tongue, twirling it around the head just as I had done with her clit and it feels amazing. But theres a spot she hits every time with makes me want to blow right then and there and as she passes over it again I find myself yelling "Right there!" Once she settles on it I know it's the ridge on the under side and there is more then just what is next to the head. Maka catches on quickly as she takes me out of her mouth to run her tongue down the length of the ridge then back up again before taking me in her mouth again.

"Fuck, that feels good." I say grasping onto the sheets as she figures out that moving her hand in sync with the up and down of her mouth that she can work me in my entirety. She also learns that she can make me stop breathing if she sucks harder at the tip for a few second while her tongue circles around the rim on my head before plunging me deeper into her mouth.

"I'm gonna cum... I don't know if you want to..." She sucks harder speeding up her hand movements. "Fuck!" I cum inside her mouth and watch as she swallows the majority of it in one gulp while her hand works me like I have taught her to do. More spills into her mouth and again she swallows it down. Her hand tightens around the shaft as she strokes upward when it gets to her lips she sucks hard and pulls her mouth up off me, her hand following behind.

She comes off me cleanly swallowing what was left of my load. "Hope that was ok."

"Fuck Maka, that was... fuck that was better then ok."

"That will teach you to make fun of me." She said with a smile.

"Fuck if that was my punishment."

She shakes her head. "Just know that I too can make your eyes roll into the back of your head."

"Noted."

After that we spend more and more time together, even taking showers together. When we had to take a week break for her to go through her monthly girl thing I thought I would die, and doing it for myself wasn't doing it for me at all anymore. About half way through the week Maka took pity on me and helped me out. I swore to her that what ever she needed, it was hers all she had to do was ask, that and once she was done I paid her back with interest.

It had only been a couple of days since then and when Maka asked if we were going to move on with our lessons I told her that there was no more. She then looked at me and told me that she was ready for the test. I just assumed that it would be a combination of all the stuff we had been doing so I agreed but then when we got home she had said something about being comfortable enough with me to give it up. That was before she insisted that I take a shower.

So here I sit, in a towel on her bed waiting. Is she really wanting to take it this far? Could she really mean what I think she meant by her comment? This was a big step, even bigger then all the things we had done before this and I was starting to freak out. My heart started to race as I heard the water being turned off. What was I thinking starting this, and I ask myself again how did we end up here?

I start to think of a way out of this situation, I mean it's not that I didn't want to, it's just I wasn't sure this was really what Maka wanted. Why don't I just ask her, I mean we have been more open with each other in the last couple of weeks, me asking and making sure wouldn't seem out of place...would it?

I actually jump when the door slowly opens. Maka is standing there in just her towel, she closes the door behind her and just stands there for a second. I think she might be having second thoughts about this situation just like me.

"Maka..."

"If you don't want to, we don't have to." She says as her eyes lower to look at the floor.

Great now she is being self conscious. "Maka it's not that I don't want to... I want to make sure it's what you want. For your first time, you should be doing this with some one that cares about you, who would do anything for you, who loves you."

She walks over to the bed where I am sitting, pulls her towel up close to her thighs and proceeds to put one leg on each side of my hips. She sits down on my lap, straddling me and looks me straight in the eyes.

"You care about me." She kisses me on the left side of my lips. "You would do anything for me." She runs her finger down my scare as she kisses the right side of my mouth. "Do you love me?" Her green eyes stare deep into me like shes reading my soul. I don't know what to say, I don't know how I feel, I don't know how to answer, because I have never thought about my feelings for her but now that the question is staring me right in the face and I have to confront my feelings head on I try and make sense of how I feel. These past couple of weeks have only increased my adoration for her not just because she was doing amazing things to me but because we opened up more to each other, I have learned more about my Meister personally in the last couple of weeks then I have in the 4 years of being partners and living together.

I look at Maka who has been sitting there patently awaiting an answer from me, she looks down. "I guess two out of three isn't bad." She forces a smile. "It could be worse, but hell nothings ever perfect."

"Maka... I... you should... I want you to know... Awe fuck me..." I say not knowing what else to say, I can't put these feelings into words and if I tried they would come out wrong. My hands are on either side of her face when I lean forward and kiss her, opening that link we share when we fight, letting all my feelings poor into her. She's stiff at first with the shock of getting ambushed with feelings as well as the surprise of me kissing her like I did, but she soon relaxes and we fall into the same rhythm we've had for the last couple of crazy weeks.

I still don't know what to call the feelings I have for her but whatever they are it makes Maka smile, breaking the kiss as she laughs a little, fighting back happy tears. I pull her in for another kiss not wanting her to cry even if it is because she is happy. My lips move against hers intensifying the kiss until I'm able to slip my tongue between her lips to mingle with hers. I feel her hands leave my shoulders and before I can wonder what shes doing I feel the hot skin of her chest touch mine and know she had unwrapped her towel. She presses herself up against me as her tongue invades my mouth asking for more.

My hands make their way to her waist finding the towel bunched around her hips. They make their way under the towel as I take a firm grip on her ass. I proceed to stand up off the bed, holding Maka to my waist, in the process my towel falls to the floor. I turn around and lay her on the bed, breaking the kiss, my lips move to her neck and although I have done this a ton of times in the last couple of weeks this time feels different. Her hands trace up my back slowly, her body moving as if it is being drawn to mine as I move, each kiss making her breathing falter.

Maka is squirming underneath me gasping for every breath, her hands are at my shoulders, my right hand slides down her body to between her legs, her hips buck up at the touch of my hand, she lets out a moan, her fingers intertwining with my hair.

"Soul... no more foreplay... I feel like I have been teased for weeks, I can't take it anymore."

I lift my eyes to hers and see the plead within her hazed gaze. "You sure you're ready?"

Her left hand comes out of my hair and fumbles blindly at the nightstand next to her bed, opening the little drawer, moving the contents of the drawer around until she is successful in finding what she was looking for. In her hand is a square package, she hands it to me and I have to take a second to convince myself I am not dreaming.

I look down at her, and she nods. I sit up, standing on my knees between her legs and look down at my anticipating friend. I look back at Maka to watch her eyes scan down the length of my body and back up to my eyes.

"Do you want me to help?" She asks.

"N-no I got this."

She smiles. "No need to be nervous."

It didn't matter what she told me I was still nervous. I open the package and pull out the round, rolled up rubber and proceeded to place and unroll it down my length, it feels weird and I hope it won't feel this way the whole time.

I lean back down, looking Maka in the eyes, her hands are in my hair again as she pulls me closer and kisses me, making up for lost time it seems. Her right hand leaves my head and moves down my body and in between us to grasp onto my latex covered member. I groan at her eagerness when she positions my tip at her opening. I can feel her heat, and surprisingly her softness.

Maka breaks the kiss. "Be gentle." She breaths on my lips, kissing me again. both her hands are on my hips now as she pulls me into her. I can feel her body expanding to accommodate me but she's still really tight. She gasps as I push in deeper. I can feel her tensing, slowing my advance, I continue to kiss her feeling her relax while my body is screaming at me to push forward. This much I remember in health class is that for a girls first time, the guy actually has to break through a barrier. I can feel that barrier and although I know it has to be done I don't want to cause her pain, and I know that it will. I debate doing it quickly or slowly, and decide quick, like when you have to take a bandaid off.

I quickly push in a little further with the encouragement of Maka's hands on my hips. She breaks the kiss, turning her face away from mine and crying out, her hands bring my hips to a standstill with fingers digging into flesh.

I lean forward kissing under her earlobe before moving my lips to her ear. "I'm sorry, breath, the worst part is over."

She takes in a breath and that seems to ease some of her discomfort. her finger loosen their grip while her hands pull me in closer urging me to push the rest of myself into her. I slowly thrust in letting her body become use to me. With our pelvises connected I know everything has changed and although the thought scares me, I'm happy and excited.

"Slowly..." Is all she says.

I start to withdraw getting to the tip then slowly pushing back in. At first I can't tell if shes enjoying it, shes quiet while I move in and out a couple more times. I'm starting to get scared.

"You have to continue to tell me how you feel, other wise I'm lost." I say close to her ear.

"Sorry... there are parts where it still hurts but others it feels good. Try rolling your hips more, get your pelvis making contact with my clit."

On the next in, I push my pelvis up against her clit concentrating on that contact as long as I can before the natural rhythm breaks it with my withdraw. I do it a couple more times getting the movement down.

"Hows that?"

"Good." She says breathy.

I continue what I've been told to do. Her body feels amazing and at a quicker pace I could cum like this, this was a safe speed or so I thought before I feel her starting to tighten up. Just when I don't think I can take anymore her body relaxes.

Maka lets out a moan, her hands are pulling at my hips before I have fully finished my movement. She moans again, "faster."

I pick up my speed, her hips start to move so that the contact on her clit is longer. I feel her starting to tighten again. I grip the sheets when I feel her hands wanting me to quicken the pace again. I have to fight back what my body wants to do. I try and think of anything other then how great she feels, but when she moans again I can't change my thoughts. I groan with my own pleasure.

"Close, hang in there just a little longer."

I quicken the pace knowing that it will help her but also be the death of me. Her body tightens once more, Maka lets out a cry of pleasure, her body spasming, her fingers digging into my hips as they continue to pull and push them. I can't handle it much longer, either I needed to stop or I was going to cum. I try to slow my hips but Maka won't have it.

"Maka, if I don't stop..." I start to say.

"I don't care, you feel so good, faster."

I let go of my reserves and let my hips thrust into her, her hands finally stop pulling at me and just hold on. She throws her head back as she moans with every thrust, her hips coming up to meet mine, my pelvis rubbing over her clit. I gripped the sheets even harder telling my body it was ok. Her body tightening and releasing, as if coaxing me.

"I-I...ahhh" Maka cries out another orgasm as I start to feel mine.

I don't last much longer as her body tightens, I thrust in hard feeling the end of her, earning me a cry, as I let out a cry of my own, releasing into the confines of the condom. I pull back just a bit before thrusting in again, getting another moan from Maka, I do it a third time following my bodies instincts. Feeling fully satisfied, I lay my forehead on Makas shoulder trying to catch my breath. She's breathing as equally hard with little pleased noises mixed in.

I pull back far enough so I can see her. Her bangs are stuck to her forehead with sweat, eyes closed, lips parted. As I'm looking at her, she opens her eyes. She laughs a little before using her hand to run her fingers through my sweat dampened hair. I lean down and kiss her, tasting the salty sweat on her lips and not caring. I thrust my hips once more knowing I was beyond spent and only half stiff from the constricting of the condom. Maka moan in my mouth which makes me regret the fact that I really want to take off the cum filled cock coat. I slowly start to pull away from her, pulling myself free. I start to pull the condom off and realize there is some pink to it as well as a darker shade of red on the sheets. I know what it was from and I instantly feel bad. I finish dealing with my mess, tying the condom in a knot so none of the content would spill out, then putting it back into its wrapper and putting it on the floor next to the bed for later disposal. I lay down next to Maka on her twin size bed, pulling her close.

"You still hurting? I feel bad..."

"No, not at all, and don't, I'm glad it was you. How do you feel?"

"Tired."

"That's a shame."

"Why?"

"Cause."

"I'm not like you I need some recoup time, you got to give me at least twenty minutes."

She snuggles into my chest putting her lips next to my ear. "Fine but this time I'll be on top." She licks the shell of my ear.

I feel my groin ache at the thought of feeling her hips grind against me, seeing her nipples harden as she cries out in pleasure, watching her orgasm above me.

I growl, snaking my arm under her, the other gripping her waist. "Quickest recovering ever." I say pulling her onto me. Her legs straddling my hip.

Maka squeals before giggling, leaning forward to kiss me. When she breaks the kiss she looks at me, a seriousness in her eyes. "So now that we have passed the test, we won't have any problems doing this with others."

"Yes we will, because you don't cheat on the person you're in a relationship with."

Maka smiles. "Does this mean I'm your girlfriend?"

"You know for having straight A's, you can be slow sometimes."

"Hows this for slow?" She says as she rocks her hips against my hardened cock.

"Fast, slow... it doesn't matter, just please do that again." I say with a strained voice.

Maka giggles before rocking her hips again.

"Fuck me..." I breath.

"I plan to."