A/N: I think I need a beta reader. I have noticed that no matter how often I read through the chapters, I never manage to spot all the mistakes I have made. I hate it. Anyway...again thanks to everyone who has reviewed, put this story on alert and/or favorited even. You are so awesome!


Chapter Three

Of teenage inexperience, of how Soul totally fails at kissing (it always looks good in movies) and why he is still totally awesome.

´What am I doing?'

What was he doing? He vaguely knew what he was doing or at least what everything would lead to if he followed her into her room. It was not a good idea, not only because of any potential negative ramifications to their partnership but also because he had just witnessed Maka looking like she was going through a mental breakdown. He had never seen her act like that, so hysteric and fearful and not to mention that she had cried! He had never seen her cry. He had seen her saddened and melancholy and disappointed, everything perfectly displayed in the way her bottom lip would always quiver the slightest bit, although she would try to have her lips set into a deep grim line, or how her eyes would be determinedly narrowed into a hard glare in order not to let any of her insecurities slip.

If she hadn't cried, he might have even felt flattered that he was that important to her, that the possibility of leaving her - not any witches, not the black blood, not any monstrous creatures - was what brought her to timorous tears. Her eyes had been so full of fear, a fear he had rarely ever seen displayed on her face, except during missions when they had managed to evade death by a hair's breadth.

She had been emotionally vulnerable and it was probably the stupidest thing he had done, trying to seduce her. He had subconsciously expected her to crack his skull open with a book to let his brain spill all over the dining table or to kick him in the nuts and curse him with impotence or inflict other deadly injuries. But she had merely closed her eyes; she had wanted him to continue and had left him flabbergasted. Sure, Blair had told him that she was pretty desperate but still…Maka was still Maka and she wouldn't be so foolish and thoughtlessly rush into things like that. Apparently, she would.

He walked dazedly behind her as she led them to her room. It was quite strange. Their apartment wasn't very big, so why did it take them so long to get there? He let his hazy gaze travel from the back of her head down to her narrow shoulders and he couldn't help but notice how tense they were. His eyes ventured lower, tracing her back that was hidden by his white shirt, it was too big for her, almost reaching her knees, ending just a few inches above.

He wasn't aware of it at first but when he faintly remembered Blair's shameless words about Maka's butt or more precisely about the firmness of her butt, did he realize that his glance was glued on her rear. He guessed that he was soon about to find out if her butt was firm or not. He made a strangled noise in the back of his throat and found his head clearing a bit, mortified at his thoughts. His steps were small and shaky and despite his inner turmoil, he followed her like an obedient puppy that did everything to make its master happy.

Without his permission his eyes wandered again, leaving her well-rounded butt to trail down her thighs and calves, gloriously exposed by her habit to leave her legs always uncovered either by wearing an illegally short skirt or casual shorts like now. He noted with particular interest how smooth and unblemished her skin looked. How did she manage that? Not rarely, was she flung around in battles, hitting dirty and hard surfaces and having monstrous claws aimed at her. Wasn't there even he tiniest of a scratch or scar? Maybe he just needed to look closer and maybe he would find some when he touched her.

Beads of sweat were forming on his forehead and for the love of all that was holy, he just couldn't keep his eyes off his meister. Why had he never noticed her; never noticed how good she looked in his overly large shirts? He wondered if she wore a bra underneath. Would she let him touch her breasts? He had after all never failed to tease her about them. How far would she allow him to go? She had asked if he had bought condoms…she was willing to lose her virginity to him! Even now, he couldn't believe it. When had she become so bold about such things? She had never been a shy person but had been rather reserved in the matters of dating, love and sex. Not that they had any time for such things.

He was quite viciously pulled from his reverie when Maka pulled the door to her room open. She did this so forcefully that it nearly ended up hitting him. Only a few inches were separating the tip of his nose from the wood of the door.

"Stop fooling around," Maka's voice cut through his clouded thoughts. He watched her with heavy-lidded eyes as she walked into her warm room and it was then the full reality about what they were about to do dawned on him. It really felt like someone had splashed him with a bucket of icy water. He stood there on the doorway, totally lost and terribly nervous. He watched Maka climbing shakily on her bed, her own nervousness clearly in the open. She sat down, her hands propped behind her and her legs sprawled out on the pink bed sheets. He stared at the fast rise and fall of her chest with each intake and exhale of breath, saw her arms trembling and her fingers gripping and twisting her blanket almost violently.

"Are you coming or not?" She sounded definitely annoyed but the noticeable tremor in her voice made her jumpiness even more obvious.

He blinked and gulped loudly, tentatively stepping into the room, feeling cold sweat dripping down his brow. He just stood there, at a total loss what to do and how to or if to start things. He had never thought it possible to feel so much at once, not that he exactly knew what he was feeling. The only emotion he could easily discern among the flurry and mismatch of several was a maddening anxiety that rooted him to the spot.

"Soul!" she was getting really pissed now, her voice had lost its nervous edge as she continued with a slight growl, "Lock the door."

He startled at her order, his direful apprehension growing and certainly not helped by her bossy behaviour. "There's no one here. Why?" He didn't even recognize his own voice, it was not the definitely not-squeaky and decidedly masculine pitch that he proudly had since the 13th year of his life.

"Lock it. Not that anyone barges in when we're…busy." She shortly glanced away and he was actually glad that she looked embarrassed for once and not so…so determined but he found it far more disturbing that she seemed to be still very indifferent to any consequences that their actions might become the cause of. He resisted the urge to sigh and run his hand through his hair. He done that ridiculously often in such a short span of time. Instead, he huffed and decided to follow the order of his meister. His hand was impossibly jittery and he was glad that he at least managed to have the key in his grasp. It took him too long to turn the key with a satisfying quiet click. He swallowed hard and released the doorknob he had been gripping in a white-knuckled hold unconsciously and turned around to face Maka, who was looking at him intensely, eyes wide and anticipating, watching his every move.

He wasn't quite sure how but he somehow managed to walk over to her and seat himself on the edge of her bed, the mattress squeaking slightly and shifting under his added weight.

So…

…what now?

He desperately tried to remember some of Blair's advice but found his mind completely blank. The only thing he was aware of was his furiously beating heart and his shallow breaths and how he thought he might either die out of nervousness or mortification or both.

"Maka," he began, attempting to instill at least a bit of a masculine timbre into his voice. He unknowingly clutched the pink blanket he was sitting on in nearly the same fierce grip his meister had and said, "Do you really want this? I mean…I know you said that but think about it…really think about it. I don't want us to do something that we might regret and I don't want our friendship to break because of some stupid actions we may be able to prevent."

He was afraid to look at her but he did not regret any of his words. It was the right thing to say. Or maybe not. Because the right thing to say would certainly be to express how this was wrong and how they clearly should not do it.

He was also bewildered about his sudden (or not so sudden) readiness to touch her intimately. It would be a lie if he said that he had desired his meister for a long time and needed his pent-up emotions to be released. Sure, there had been times where he had found her cute or even pretty and once very beautiful (he had never told her this) but never had he found himself aroused by thinking about her, never had it crossed his mind to engage in sexual activities with his closest friend and irreplaceable partner. Until a few hours ago, that is.

Truth to be told, his status as a Death Scythe didn't really allow him to waste his thoughts on such distracting things. They were too busy, their skills often requested by Shinigami-sama to harvest impure souls. He never had a girlfriend, had never tried to get a girlfriend, in spite of many chicks flocking around him. And sex played in so far a role in his daily life, when he needed to take care of sudden and unwanted erections, always having to take refuge in the bathroom under the shower.

Was it normal to be turned on by the thought of a person one had only have a platonic meister-weapon relationship with? Maybe his sudden need to be close to his partner stemmed from the complete lack of any sexual encounters in his life. Well, almost complete lack of encounters; he still had occasional encounters with his hand (but that didn't count). He certainly didn't want to just use Maka but he wouldn't really use her, would he? It wasn't like that there was nothing between them. He did care for her and she did care for him. Would it really be using her, when their deep emotional bond was unbreakable and chained their very souls together? But would it be alright and reason enough to touch each other intimately? Soul didn't know and he was torn between his worry for any bad consequences and his unbearable mad craving to find out if he could bring her to make the same noises, he had relished a few hours ago again.

That he had accidentally rubbed his knee against her crotch was definitely the catalyst for it and maybe Blair's tips had only added more fuel to the fire. He was starting to remember some of the things she had said (some things he wished he hadn't listened to).

He felt Maka touch his forearm tentatively, her fingers a feathery sensation and yet it still made goose bumps rise on his skin. He wondered with mild annoyance if she had contracted him with her oversensitivity.

"You have no idea how long I have been thinking about it," she said, her nails digging into his arm.

"What?"

"A long time, Soul," she gritted out, glaring at him as if she was just confessing to him the most obvious thing in the world. "And don't look at me like that! It's not my fault."

"What do you mean by that? Who else should be res-"

"You!" she suddenly yelled, making him flinch and put a save distance between them, her eyes flashed with indignant anger and her shoulders shook.

"Why is it my fault that you're horny?" he asked disbelievingly. He might be a bit afraid of her now but he would not let himself be blamed for things he hadn't done again.

She flushed and shot him another glare before she said with a calmer voice but not sounding any less stressed, "Why do you have to be so damn sexy?"

"Huh?"

"What? Don't act so surprised as if you didn't know already." She defiantly crossed her arms and stared at him haughtily.

His lips twitched, forming a faint grin. "Actually, I had no idea of your lovely opinion about me." He couldn't help it as he smirked down at her, feeling most of the tension leave his body. Would this have been in any other situation he would have a field day with this.

It was quite fascinating how quickly her posture changed. Her arms fell limply to her sides and her haughty expression was instantly replaced by one of mortification and her lips parted with surprise.

"Oh."

She looked away, finding a great interest in her blanket again. Oh, this was just too good. She thought he was sexy. Even the mere thought of Maka using the word 'sexy' to describe anyone let alone him was just too amusing. It made him almost laugh. This was great. And an ego-boost of immeasurable extent.

"I-I thought Blair told you," she said meekly, fiddling with her fingers nervously, glancing up at him from under her bangs shyly.

"Nope. She just told me that you're frustrated and asked me if I don't want to do something about it," he informed her gleefully, baring his teeth in a large grin to her.

"Oh."

He chuckled lowly but stopped when he saw her eyes narrowing, her brows knitting and forming an irritated frown. There was no need to make her angry. He coughed slightly, trying to cover up his little amused outburst.

"This is awkward," she whispered, her blush extending down to her neck and collarbone. He wondered if it reached her breasts too but shook his head before he let his dirty mind venture any further.

"Hey," he began and reached out to her, lightly touching her shoulder. She looked up, meeting his eyes and he tried his best not to grin or smirk. "It's alright, no need to be embarrassed."

"Soul…"

"I mean who can blame you for…" he fell silent, a deeply ingrained instinct warning him of danger if he dared to continue with the words he originally wanted to say. It occurred to him that telling her she wasn't the only one who was fawning over his sexy self and superb physique and cool personality wasn't the best of ideas. Instead, he opted for a statement with more tact and decided to bring the seriousness of the situation back to focus. "I mean regardless of whose fault it is…do you really want to do this?"

"I want to," she said, keeping her eyes averted and in spite of her nervousness, her voice was steady and certain if a bit hushed. "Truth to be told…I actually can't imagine doing this with anyone else. I trust you."

Her quietly spoken admission left him speechless. He could only sit there and stare at her like an idiot, his mouth agape. A strange fluttery feeling spread in his stomach, making him feel oddly warm and light-headed. He was glad that he was sitting, he wasn't sure if he would have been able to stand still at her words. He knew she trusted him. What kind of messed-up partnership would they have if she didn't trust her weapon…but damn! Maka 'being-not-very-fond-of-men-and-doesn't-give-a-shit-about-romance-and-sex' Albarn also trusted him with her body…in that way? He could practically melt at the look she was giving him; green eyes wide and apprehensive, she looked so damn earnest and he could not bring himself to doubt her words, not bring himself to follow the line of thought that perhaps, she only said it to finally convince him that it was alright to do this.

"Maka…I…"

He didn't know what to say, didn't know how to reply to her sweet words. He had never been good with words anyway but he felt foolish, fighting for words like a kid. Should he tell her that it was the same for him? That he couldn't imagine doing this with any other woman than her? It wouldn't be exactly a lie but not entirely the truth either. He rarely thought about things like that…all allegations of him being a pervert notwithstanding. Yeah, some teenage boy he was.

"Soul? Is something wrong?"

He sighed harshly, his blood pulsing loudly and his heart throbbing as he regarded Maka with almost despairing eyes. He couldn't bear the look she was giving him, couldn't stand looking into her eyes in fear of drowning in them. They were so ridiculously green, practically flashing with emotion, with her damn cute earnestness and her unconditional trust in him.

His gaze fell on her mouth, the tiny gasps that were escaping her basked his skin with searing heat. Her lips looked so very inviting, pale pink and just asking to be devoured. He doubted that she did it on purpose, there was no way she could have known that the way the tip of her wet tongue slipped out of her mouth to moisten her dry lips, would make his heart flutter and pound viciously in his chest, making his body tremble uncontrollably.

"Screw this!"

It made perfectly sense to just fling himself at her and place his hands on her cheeks to press his lips against hers.

Bad idea.

"Oof…So-Soul!"

Instead of enjoying a perfect and passionate first kiss, they ended up bumping noses, foreheads…hell, everything bumped except for their lips. He missed her mouth by a few millimetres, his bottom lip grazing just the corner of her parted lips. So uncool. He lay on top of her, frozen on the spot and unable to move. What had he done? He had wanted to kiss her…but missed her lips? Although it would be a very undignified thing to do, he had the instant urge to bawl his eyes out like a baby. He was glad that he at least managed to keep that in check. Why was he so stupid? Why had he thrown himself at her so mindlessly?

Damn it! It always looked good in movies.

Their current position gave him a strange sense of déjà vu as he lay on top of her, squishing her against her bed.

"Soul!" Maka pushed angrily against him, thrashing violently until he quickly sat up releasing her face, his cheeks blazing. "What was that supposed to be?" she bellowed, sitting up as well and fisting her hands fiercely in her blanket, as if she meant to rip it into thousands of tiny shreds. He could faintly imagine it him being twisted and shredded into tiny little pieces, he might have even preferred that to explaining his behaviour to her now.

He awkwardly scratched his head, having never felt so utterly uncool in his young life. He had thought that after having managed to accidentally stimulate his partner and having ineptly tried to seduce said partner, there was no way his level of coolness could drop any more. It seemed that some higher force was adamant to prove him wrong and show him that there were countless other ways to make an idiot of himself.

"I…uh…uh…" he began, feeling like such a loser, and looked into her furious green eyes droopily. He unconsciously rubbed an aching spot on his forehead, wincing a bit. It wasn't even that he had gracefully made her lean back and lay down, no, he had really crashed straight into her, hitting his forehead against hers painfully. "I tried to kiss you."

This was so humiliating.

"Why would you want to do that?" she asked distastefully, her voice shrill and quivering and he was certain that he was going to drop dead if she continued to glare at him like that.

"Uh…we need to start somehow and I thought…I thought that a kiss would be a good way to start," he stuttered, watching Maka's tense shoulders relax and her glare soften much to his relief.

"You should have warned me," she said huffishly.

"I'm sorry. It's just that I've never done this before," he admitted and not managing to hold her petulant gaze, he looked away.

Great…he doubted that many were instant experts when they tried kissing someone for the first time…but completely missing the lips? Even a true idiot would have managed to do at least that right. Even Black*Star would have gotten it right! He wanted to smack himself. He should have gone about it more slowly and gently, should have made them ease into the kiss. He sighed shakily and was about to apologize again for ruining everything from the start until he felt her hand against his forearm again, making him look back at her.

She didn't appear to be angry anymore, instead her eyes were wide once more. She wore the same expression when she had told him that she couldn't imagine doing this with anyone else. It made him release a sigh of relief. Maybe he hadn't screwed up everything.

"I've never done something like this before either," she said, her voice soothing his tense nerves. She smiled shyly and then continued, "How about we try again…but don't do anything rash this time."

He nodded, not trusting his own voice, afraid that his answer might come out as an embarrassed squeak. He shook his head lightly; better not to think…or better yet forget about his stupid move completely.

Okay, what now? Should he kiss…try to kiss her again? Blair had told him that this was a good way to start but hadn't really given him any details about it. She had plenty of details about other things…about things he wouldn't even have fantasized about in his worst hormonal frenzy. Apparently, she didn't think that there was a need to mention the specifics of kissing. He could only recall that she had told him about not to use tongue too soon. He hadn't even made it that far. How pathetic. Why hadn't she elaborated on the basics more and had instead lectured him about some weird sex positions that seemed to be more adequate for breaking one's bones than making sex a great experience? Maybe she thought there wasn't much that could go wrong with kissing.

Damn it! Cool guys were supposed to sweep their women off their feet! He wasn't doing something that even remotely resembled that!

He felt so helpless and stupid and Maka's expectant gaze didn't help either. What should he do? He was a bit afraid to lean in for a kiss. Who knew what else he was capable of screwing up. Maybe their noses would bump. So he had to angle his head a bit, right? Or what if he accidentally ended up biting her? He was certain that Maka would never forgive him that. And what should he do with his hands? Should he put them on her shoulders? On her waist? Would it be too bold to place them on her hips? Maybe he should once again try to touch her cheeks but this time more gently like he had done in the kitchen. That didn't sound bad. And this time he was going to be more careful approaching her. He would do no such idiotic thing, trying to push her down onto the mattress, especially not by flinging himself against her. Gravity was a hurtful bitch!

But what should he do when he managed to find her lips with his? Should he let them remain against hers unmoving? Should he part them? Should he apply pressure against her mouth? When was the right time to pull away? And what did Blair mean with not using tongue too soon? Was there a certain moment when he knew he should change a chaste kiss to a more passionate one? Would Maka like it? Would she respond? Or would she just smack him for his inaptitude. And what if the kiss became too wet; what if he drooled into her mouth? How was he supposed to move his tongue? And what the hell was he going to do with his hands then? He couldn't possibly let them remain on her cheeks the whole time, especially not since she had made it very clear that she didn't want this encounter to be chaste and innocent. Was it alright to just grope her? Or should he just pull her closer?

How could a simple kiss be so damn complicated? He had never known how much could really go wrong during a kiss…a kiss, which was just the first step. He was probably going to fail epically when they took things further.

Damn it! With his panic and aggravation increasing quickly, he desperately tried to remember some of Blair's words, which might be helpful now. He knew what he had to do when Maka would be aroused but how the hell could he get her aroused without messing things up?

Maka regarded him with furrowed brows, his process of thinking and contemplation taking far too long. It didn't make him feel any less panicky. He had the instant urge to crawl into a corner and mourn his lost coolness. His hands were trembling terribly, he couldn't even hide it. Maka's gaze, leaving his wide and perplexed eyes, travelled slowly down to his hands. He was such a failure. She probably didn't want to do this anymore, despite her initial words. But wasn't this a good thing? They didn't have to worry about any negative repercussions afterwards. But what if she - in her desperate and frustrated state of mind - just decided to grab another man, someone who was more experienced and would make it the best experience of her life? There was no fucking way he would ever let it come that far.

"Soul?"

She was once again looking into his eyes and before he could act on the impulse to just kiss her somehow, she grabbed his wrist with both of her hands, biting her lip nervously. He felt a bit uneasy but also a bit relieved that she was making the first step now. Maybe she knew what to do. She shortly glanced away, her eyes now innocently large and uncertain, lacking the fiery determination from before. She appeared to be contemplating something, looking deep in thought.

She then, meeting his questioning eyes again, released his wrist. He felt a bit disappointed. So she had decided against him? Instead of telling him to go away with his inexperience, she silently brought her hands to the hem of her shorts and simply proceeded to pull them down, her timid gaze never leaving his. His breath caught and he was sure his eyes were going to bulge out of their sockets as she squirmed a bit, pulling her shorts down to her knees, exposing her pink cotton panties. He gulped noisily and stared wondrously down at her, unable to tear his gaze away.

He irrationally wondered why she wasn't taking her (his) shirt off at first. Wasn't it how it was supposed to be? No matter what kind of movie he watched, whenever there was a sex scene in it, the tops vanished first. He scowled. Yeah and pressing oneself abrasively against one's partner in order to kiss her, made her respond zealously by sucking his face like a wanton, which consequently lead to hot and passionate sex.

He shook his head incredulously. Why was he thinking about such rubbish when a girl was just undressing in front of him? He really was an idiot. And not in a movie.

"Uhm…would you like to continue?" Maka asked demurely, placing her hands onto the mattress again, letting her shorts dangle at her knees. He looked from her half-stripped shorts to her panties and then into her awaiting eyes.

"S-sure," he replied, trying not to sound too eager, and glanced back at her shorts. He slowly reached out, hooked his fingers into the elastic of the skimpy garment and pulled it from her angled knees down her shins, slipping it off her feet and throwing it onto the ground soundlessly.

Trying to swallow his fear and trying not to make his shakiness too obvious, he tentatively crawled over to her, intent on touching her and doing something right. Maka shifted a bit, making room for him on the bed and wrapped her hands around his wrist again. He sucked in a deep startled breath when she spread her legs a little and guided his hand between her thighs, placing it flat against her crotch. His eyes widened at the wetness against his fingers.

His eyebrows shot up in surprise. "Already? How-"

She averted her eyes bashfully and worried her bottom lip with her teeth. "Don't ask," she squeaked, sounding absurdly embarrassed, a quite contrast to how one of her hands - he wasn't sure which, he was far too dazed to take notice of such irrelevant things- was pressing urgently against the back of his hand, silently demanding to move his fingers against her wet core already.

"Touch me, Soul," she commanded throatily and beckoned for him to come closer. He followed her order wordlessly, his heart racing as he settled clumsily between her legs, his hand still pressed firmly against her whilst his other hand was awkwardly placed on top of her knee.

Breathing shakily, he started to rub against her with his fingers, Maka's own slender digits guiding him readily. His eyes never left hers. Her gaze was hypnotising, her eyes so impossibly green that he was sure he was going to get lost in them. What had Blair told him again? She had told him an awful lot about foreplay, skipping the kissing part of course. He couldn't possibly just kneel between her legs like that the whole time.

He tentatively raised his hand from her knee and touched her cheek lightly. He carefully moved forward, inching his face closer to Maka's, his lips ghosted over her cheekbone and across her jawline, he nuzzled her neck, taking in her scent, faintly smelling her shampoo, like he had done moments ago in the kitchen. He was rewarded with Maka shivering but he wasn't sure if it was because of his fingers against her crotch, which was still hidden by her soaked panties, or because of the things he was doing now.

He planted a soft kiss against the smooth skin of her neck, feeling with smug satisfaction her erratically beating pulse under his lips. Encouraged by her reaction, he started to trail small kisses up and down her neck. He remained cautious, afraid that he might startle her or go too far too soon; his lips were pressed together, not daring to let his eager tongue slip out to taste her skin. Only when he slowly reached her small earlobe, did he flick his tongue against it, partly curious and partly anxious.

His anxiousness was forgotten swiftly, when Maka took a deep quivering breath, her lips parting but no sound escaping her. He smirked wryly against her, glad and proud that he managed to do something right. He boldly took her earlobe between his teeth and carefully sucked on it. The last thing he wanted was to hurt her with his teeth because he was getting too smug and venturous. But Maka's reaction, her increased trembling and her cute gasp, was enough to assuage his frayed nerves. He was starting to feel cool again. He wasn't apparently a total sucker. He snorted inwardly…no, he was awesome, despite his initial stupidity and incompetence, he had managed to make Maka shiver and shudder pleasantly with just a few nips and kisses on her skin. This was undeniably a very cool feat.

He barely noticed Maka's own hands wandering from his squared shoulders down his chest, lightly pushing against him. For a split second, he dismayingly thought that he had screwed up after all and she wanted him to stop. His lips released the reddened spot on her neck, he had been skilfully (of course) sucking.

"Take off your shirt," she said breathily, startling him with her low and dazed voice momentarily.

"Wha-what?"

She didn't answer him, instead releasing a slight growl, she gripped the hem of his shirt tightly and pulled it up, revealing his abs and a part of his scar. He could only obediently raise his arms as she eagerly pulled the offensive garment quickly off. She made fast use of her hands on his newly exposed skin. He watched her with a fascinated tilt of his head as she greedily ran her fingertips up and down his chest, tracing his scar with a melancholic expression that made him want to take her in a comforting embrace. He shivered involuntarily and closed his eyes; her touch was so tender and feathery, exploring and seeking where he liked to be touched the most.

"Maka."

She looked up questioningly but her hands didn't stop moving inquisitively. Putting his hands on top of her smaller ones, he halted her movements much to her confused dismay. Her peevish frown spoke volumes but he merely grinned at her, causing her frown to deepen.

"Lay down," he whispered and pressed a hand against her shoulder gently. She complied but huffed nevertheless as she positioned herself more comfortably on her bed, her head placed snugly on her soft pillow. He intently watched her expression change from irritation to a more apprehensive one, her narrowed eyes widened as she looked him deep in the eyes helplessly, burying her teeth in her plump bottom lip.

"Don't do that," he said, stroking her lips with his thumb softly, stopping her nervous gnawing. His eyes were full of awe as he caressed her smooth skin, his fingers travelling from her cheek down her neck, smiling smugly when his fingers came to rest on the reddish-purple spot he was responsible for on her otherwise unblemished skin. His other hand massaged the inside of her thigh, inching higher up her leg until he found her moist panties again. This time he didn't need Maka's hand to guide him.

"Take them off, Soul," she said, throwing her head to the side with a sigh.

"Uh…already? I mean…isn't it too soon?"

Shit! He was losing his cool again, the nervousness he had successfully been ignoring for the past minutes, came back with a vengeance, making his stomach drop and twist in a flurry of other unpleasant emotions.

"No. Just take them off."

Okay then. If she insisted. Gulping nervously, he hesitantly brought his hands to the hem of her panties and with a short forgettable moment of contemplation, pulled them down, letting them slip down her smooth legs, marvelling at her newly exposed skin.

He stared. He didn't even try to be discreet about it and simply threw her panties carelessly to the ground without taking his eyes off her. She was nearly completely naked, save for the shirt that covered her chest but…it didn't really hide anything from him. He could see the contours of her lithe curves, her nipples already hard and perfectly visible in spite of the shirt covering her.

Maka squirmed a bit and pressed her legs together in a useless attempt to hide herself. He glanced up at her to meet her flushed face, looking uneasy.

"Do…do you want to stop?" he asked, despite the maddening urge to pry her legs open to touch her, to rub his fingers against her wet folds, to hear her cry out in pleasure.

She shook her head, her pale hair sliding down the pillow with the slight movement. He was about to ask her again but before he uttered his considerate question, she parted her legs slightly, not enough for him to settle between them again but enough to reveal herself completely to his greedy eyes. She looked away, eyes closed and her embarrassed blush a bit discouraging. If she felt uncomfortable, he could stop right away. He just sat there, unmoving and a bit lost, not knowing how to proceed right now.

"It's alright, Soul. It's just a bit weird to…you know…it's a bit embarrassing. But I want you to continue."

"A-Alright," he said and tentatively ran his hands up her legs, enjoying the silky texture of her skin. With slight pressure against her inner thighs, he parted them more so he could once again settle between her legs. He blinked dumbly, again at a loss of what to do as he stared at her slick folds. So how should he touch her? What had Blair said again? She had told him not to touch her clit too soon and that he shouldn't insert a finger in her too early either. So the best way to start would be to lightly touch her folds, right? But when she was ready for more how should he proceed then? And what if he accidentally hurt her? What if he was too rough or what if he - in his fear of hurting her - touched her too lightly, leaving her annoyed and unsatisfied? There were so many things that could go wrong and he probably wasn't even aware of the many things he could do wrong.

"Does it…look weird?" Maka asked timidly, pulling him out of his panicky reverie.

"What?"

"I mean…I…my…you know," she mumbled and squirmed self-consciously. She would have probably pressed her legs together again if he hadn't already been sitting between them.

"Oh. Oh!" Realization slowly but surely dawned on him. She determinedly held his gaze, although she seemed to want to look anywhere but him. "I…uh…no it doesn't look weird. Not at all! I'm just…uhm…it's just that…I've never seen a…a…a…"

A what?

Pussy? Cunt? Vulva?

Vulva sounded far too clinical to use in such a situation. Not sexy at all. The other two sounded too dirty and he was certain that Maka would smash his head if he referred to her…private parts using such a crude language. Why was there no middle ground? Not to mention that he intended to tell her he had never seen one so close in 'real'. That would probably earn him another punch and hours of painfully embarrassing questions and measly attempts on his part to explain himself that he had watched porn once (or twice or more than twice; not that he had found it particularly sexy or anything).

"Don't worry it doesn't look weird," he quickly said, trying to reassure her.

She didn't look convinced for a moment but then nodded with a quiet hum. "Okay…continue then."

He squeezed her legs comfortingly and taking a deep shuddering breath, he finally guided his fingers between her thighs. Maka hissed slightly when his fingers brushed against her slick folds. She was terribly wet and he wondered why. He hadn't done much at least not so much to have her in such an aroused state. He would like to think that his sexy presence alone was enough to make Maka horny. Maybe she really was that sensitive and there wasn't much that needed to be done. Or maybe she had done something beforehand. The thought that she had been touching herself preferably whilst thinking about him was a surprising turn-on.

He rubbed her wet flesh slowly and gently, partly because he was afraid he might hurt her and partly because he needed to…to acquaint himself with her. He relished her erratic and ragged breathing and that she was breathing so heavily because of him, because of what he was doing to her made him immensely proud. Bracing himself above her with his free hand, he swooped down. His mouth immediately attacked her neck, kissing, sucking and licking greedily. He wanted more of her, more of her sweet voice, wanted to hear her moan his name.

When his finger brushed against a particularly sensitive spot, she mewled with a toss of her head, her cheek pressing into the soft pillow underneath her. His lips quirked into a slight grin. Finally a success! But it wasn't enough. He wanted to hear more.

He was a bit nervous (more than ever) and scared when he clumsily fumbled with his fingers until he found her opening, rubbing leisurely around it and looked into her eyes, asking silently for permission. Her gaze was heavy lidded and hazy and she certainly didn't look like she understood him. For a short moment, he feared that he had to verbalize his question. But he would never continue until he had her permission to go further even if he had to put his intentions into words he would most probably - if he was lucky - only manage to stutter and mumble out.

"Soul!" she groaned but much to his chagrin and confusion it wasn't a groan of pleasure but it sounded more annoyed than anything. Maka firmly grasped the fingers that were toying with her damp skin between her legs. "You have to put it in here!" she bit out feverishly, sounding far too much like an exasperated mother scolding her little kid for making the same mistake during homework over and over again. With a swift adjustment of her hand she directed his forefinger into her opening, making just the tip of his finger enter her.

He spluttered disbelievingly, gaping and struggling for a cool comeback. She took his moment of considerate hesitation for his lack of experience? Of course, he knew where to put his fingers in! He just didn't want to make her feel uncomfortable and she had the nerve to be angry.

"I know where to put it in," he grumbled peevishly.

He scowled darkly as he slid his finger slowly inside her. Her sharp intake of breath, followed by a small whimper of his name made his irritation with her vanish instantly, replaced with a newfound smugness again. He felt her clamp down on his finger, surprising him how tight she was. He pulled it out, in the same unhasty tempo like before. Her lips parted, letting out a small moan. Yes, this was it! The voice he had been aching to hear again for hours.

He watched her face contort and twist in pleasure as his single finger thrust in and out of her, trying to build a steady rhythm. He lowered his mouth to her neck again, his lips hungrily kissing and licking a wet trail from the base of her pale neck up to her ear. He suckled on her earlobe shortly before he licked the shell of her ear sensually.

Her hot puffs of breath made him shiver from the heat ghosting over his sensitive skin. Damn it! He was growing hard. There was no way he could stop his erection, not when she was moaning like that, not when she was whimpering his name, not when she was eagerly gripping his hand and begged him to not to stop.

There was much more he could do. He considered this the perfect time to put Blair's advise to good use. What had she called it again? The Double Come Hither Technique? Yeah, something stupid like that. He pulled his finger out, causing Maka to whine in protest pitifully. He grinned down at her, wordlessly promising her more to come. He just hoped that it was going to work…if not…well, it would take time to recover from that. His palm facing upwards, her pressed his forefinger and middle finger together and slid them inside her again easily thanks to her slickness. Maka threw her head back with a wordless cry, her eyes drifting shut.

Pulling his fingers leisurely out of her, he pushed them back in but this time he crooked his fingers, caressing her walls gently. Her eyes shot open and for a short panicky moment, he thought that it was too much, too intense for her or that he had hurt her.

"Soul!"

Her back arched and her hips bucked against his hand urgently. "Do…do that again!"

Although stunned by her heady voice, he complied happily, his fingers incessantly moving, crooking and stroking and caressing nimbly. He never knew…would have never thought her to be able to ever make such noises. Moans, which were getting higher and higher in pitch, the way she gasped wantonly, the way she cried out his name throatily, how she begged him to continue with such need, little mewls and whimpers that drove him wild…he couldn't take it anymore.

He was hard as a rock and it was fucking uncomfortable. His jeans were too tight, his throbbing shaft aching to be released from such painful confines. But he just hissed, ignoring it for the sake of pleasuring Maka. Who knew what stupid things he might do if he took his pants off? His brain would shut down completely and his dick would be doing all the thinking.

Her flushed face, tossing from side to side, was quite a sight to behold. The innocent Maka Albarn he had never failed to tease about her lack of sex appeal, not even caring that she was moaning loudly and not trying to silence her cries of pleasure. Lack of sex appeal? Considering that he wanted to do nothing more than to tear all of their remaining clothes off and pound into her like there was no tomorrow, he could quite easily say that he was neither going to say such stupid stuff nor even think it ever again.

He didn't know what possessed him to ask her, didn't even have the time to think about his words properly when they stumbled out his mouth in a heated whisper against her ear. "Can I touch you with my tongue?"

His mind was foggy and hazy and he couldn't bring himself to feel mortified at his words.

"Huh? W-what?"

"Can I touch you with my tongue?" he repeated, enjoying how unfocused her gaze was, how difficult it was for her talk. She bit her lip to hold back a whimper and her hands clenched and twisted the bed sheet beneath her roughly as he continued to pump into her with his skilled fingers, brushing against a certain spot that made her impossible to think, let alone talk clearly. And it was all because of him.

"Maka?" he breathed against her ear and nuzzled her neck affectionately, lapping at the sweaty skin there with languid slides of his long tongue. Only when he felt her nails digging into his shoulder, did he raise his head to meet her clouded eyes again but not before giving her skin a last teasing bite.

"You-you mean…down there?" she asked throatily.

"Yeah…down there," he answered huskily, pressing against her and twisting his fingers inside her in a way that made her let out a strangled yelp.

"Mmm…yes! Please!"

He blinked in surprise, yet again taken aback by her eagerness and again when he pulled his fingers out of her completely without sliding them back in, earning him a frustrated whine from Maka. As he tried to get properly situated between her thighs, his hand next to her head accidentally tangled with her hair as he needed to shift and change his position whilst he used that hand to brace himself above her.

"Ouch…Soul, my hair!"

He immediately withdrew his hand. "Uh…sorry," he mumbled under his breath and quickly glanced away from her testy gaze.

So not cool.

He slid further down her body without looking her in the eyes, quiet embarrassed about his clumsiness, especially after he had become so cool about pleasing her. He spread her legs further apart to make enough room for him to settle there comfortably. Maka complied and only let out a small squeak of embarrassment about being opened so wide. Now was certainly not the time to be embarrassed. She was the one who was keen on being licked by him.

Blair had warned him not to expect anything amazingly tasty like vanilla or chocolate when he did this. Not that he would have; only because he was a virgin didn't mean that he had absolutely no idea but it seemed that in Blair's world virgin was a synonym for idiot. She had told him that Maka would taste like sex. Although she had also told him that every woman tasted different, she had persisted that his meister would taste like sex since there was no better way to describe it and thus everyone tasted like sex, although everyone tasted different.

Yeah, this had been pretty much the moment he had stopped listening to the cat. And when she had started to talk about the pH of the vagina, he had initially been surprised that the cat wanted to enlighten him about every little detail of sex and that she actually knew about pH because in Soul's world promiscuous was a synonym for idiot. Yes, he was biased but he couldn't help it, not when his meister's father and the current Death Scythe was such a sex maniac and doubtlessly and idiot. And especially not when he lived with a humanoid cat, which seemed to have a thing for young boys, considering that his tender age of 13 hadn't dissuaded her much of assaulting him.

He grasped Maka's legs shakily and pulled her knees over his shoulders letting them rest there after much aimless squirming and writhing without managing to settle between her legs somewhat comfortably. He winced at the odd position he was in, his erection more constrained than ever. She let out another embarrassed squeal but did nothing to stop him, instead she partly sat up, her eyes fixed on his form intently as she leaned a bit against the headboard awkwardly.

His breathing was loud and nervous and before he had the chance to scrutinize every little detail of her and make her feel self-conscious again, he tentatively ran his tongue over her slick flesh. It wasn't really gross but not particularly tasty either. There was nothing he could compare her taste to. It was somewhat tangy and he had to grudgingly admit that saying she tasted like sex was the easiest yet also the most accurate description he could think of.

He licked her slowly and experimentally, getting used to the strange taste. Every flick of his tongue was more haphazard than calculated, its tip slightly poking her entrance before it ventured higher, finding her clit. Maka hissed and threw her head back, banging it against the headboard noisily. He only let out an amused hum at her funny expression. He carefully stroked her clit, unsure how to proceed and how much pressure to apply. He was delighted and startled at the same time when Maka tugged at his hair quite firmly, pulling him closer with a moan. Emboldened by her action and her delicious voice, calling his name almost desperately, his mouth enclosed over the swollen little nub and began to suck on it.

Her fingers dug into his scalp painfully but he didn't care, too entranced how she cried out her pleasure in abandon, how she stared down at him with a heavy-lidded gaze. He remembered Blair's words about how a good lover's hands were never still when he pleasured his partner with his mouth and so he began to knead and massage her thighs, at least as much as he could in this position. Leaving one hand on her leg, he released the other and slowly slid a finger inside her again, his mouth never leaving her, sucking leisurely, flicking his tongue over and around her clit.

Her reaction was instantaneous. With a high-pitched cry, her back arched and she hit her head again but didn't seem to be fazed by it this time. Why should she when he was so expertly pleasuring her anyway? His lips quirked into a self-satisfied grin against her skin. Her moans and whimpers rose in pitch, her body trembled uncontrollably and her hips bucked against his mouth and finger and her grip on his hair tightened even more. When he slid his finger into her again, he crooked it like he had done so moments before. With the added sensation of his lips and tongue however, she could only helplessly sob his name as he stroked and caressed her deftly.

He was definitely going to make her come. She could not avoid it. His finger pumped into her quickly, the pace unrelenting but still gentle; his tongue moved incessantly against her clit, licking and sucking until her cries and moans consisted only of his name. He didn't stop when her legs clamped around his head violently, quivering and shaking as he did his work on her, although for a short moment he was convinced she was going to strangle him. At least it would be a great way to go.

He was unprepared and quite surprised when she climaxed. It was sudden and he hadn't expected it to happen so fast, what with Blair telling him it was more difficult for a woman to have an orgasm and all. Her back arched again, her breathing heavy and raspy, and her body became momentarily rigid, only to unravel the split-second after. Her legs shook and her eyes screwed shut, he could feel her muscles clench and contract, clamping down on his finger he managed to move in spite of his surprise. She shivered and trembled, her hands clawing his head and shoulders, her nails heedlessly scratching and burying in his skin as she moaned loudly and hoarsely. He squeezed her thigh as let her ride out her orgasm, not stopping his movements until she went completely slack with a last breathy cry.

He untangled her legs from him, letting them slide down. He sat up, ignoring the pain in his back and absentmindedly licked his wet fingers and wiped his mouth with the back of his hand when he stared down at her, marvelling at what he had accomplished. He had made a girl reach an orgasm with his first try! She looked so unbelievably hot right know with her spread legs, flushed face and parted lips. Her eyes were still closed so he just drank her in with his eyes, he smiled, incredibly satisfied and proud of himself.

When she opened her eyes and sluggishly sat up, his smile vanished. She shortly glanced up at him dazedly before she fixed her gaze at the quite prominent bulge in his pants. His smug confidence just deflated like an abused ball quickly. He felt like the experience and knowledge, he had just acquired, disappeared as if everything that had just happened had nothing been more than a mere dream.

"Soul, can I-"

His hand shot out before he actually realized that Maka's hand had inched dangerously close to his dick. His grasp around her wrist was tight and probably painful; he only loosened his hold when she gasped and looked up at him, startled.

"No, I think that's enough."

If he let her continue, he didn't know how far they would go, didn't know if he could control himself, wasn't sure if she would stop him. No, he couldn't risk going further even if his dick ached for attention, even if he was more than eager to see her fingers wrapped around him and maybe have her mouth suck on him to return the favour.

He slowly stood up, releasing her wrist. "So…uhm…I'm glad I could be of help."

And with that after fumbling needlessly long with the lock he waddled out of the room like a clumsy penguin without a glance back, mortified at his thoughtless and moronic words. When he reached his room, he made sure to lock the door behind him.

Right now, Soul wasn't sure how to feel. On the one hand, he could not deny how awesome he was. He was certain that not many could make a girl come the first time they tried something with her. He was so cool! But on the other hand, he hadn't just pleasured any girl but his meister. How was this going to affect their friendship? Should he pretend that nothing had ever happened? He snorted. As if it would ever work. He had no right to regret what had happened; he hadn't been drunk, he had been fully aware of what he was doing and had also thought about how it might change their partnership but he had gone through with it regardless.

He groaned and unbuttoned his jeans, letting them drop to the floor. He let out a sigh of relief as his erection was finally freed, only his boxers covering it. He could bemoan or celebrate his actions later, he had work to do now. With another sigh he pulled his boxers down.