A/N: This was supposed to be a two chapter fic. That said, I got a lot of people asking for more...so, here's more. This entire story is PWP. It's not a love story, it's a learning story. Fucking fun to write, I'll tell you that much.

Dinner had been eaten separately, the both of them too exhausted, and too embarrassed, to spend any more time in the other's company. Lights out was surprisingly early for each, but the change in schedule meant that even their sleeping routines would be interrupted.

Maka awoke to find her mouth surprisingly dry, and though she tried to ignore it and fall back to sleep, she could not. With a heavy sigh, she swung herself out of bed and started down the hall to grab a drink from the kitchen. A soft moan distracted her and caused her to alter her course.

It had come from Soul's room (where else could it have been from?), and her assumption was that he was having a nightmare. The door was cracked, and she pushed it open a bit more in order to check on him. She froze in place when it became crystal clear that bad dreams were not his issue. If anything, he was having an exceptional time in his slumber.

She knew she shouldn't stand and watch him. It was none of her business. His comforter was riding low on his hips, an arm haphazardly thrown over his head while the other dangled off the side of the bed. There was an obvious tent beneath the blanket and she felt ashamed of the heat that pooled between her legs upon noticing it. It was also not lost on her that he was naked. Deliciously, wonderfully, sinfully naked. She could make out the lines of newly formed abs and the taut muscle of biceps.

Gods was he beautiful.

Soul moaned again, the hand that had been at the side of the bed slowly swinging upwards before disappearing beneath the comforter.

Oh, Death…was he…was he going to…

"Mmm…"

Maka's mouth dropped open as she watched the subtle motion of her partner's hand beneath his sheets. He was touching himself…in his sleep? That was a thing!? She never did that! Was he an oversexed pervert, or was this something that everybody did and it was she who was the weird one? Her brows furrowed as she watched, curious and aroused.

The sheets rustled and Maka bit back a gasp as she saw Soul kick his coverings away. Every line in his body was limp and relaxed. Well, save the one part of himself that he stroked with a practiced ease. A shift in his breathing told Maka that he was very much awake and she could most definitely be caught peeping.

She still couldn't force herself to get up and walk away. She did, however, pull back a bit behind the door frame, some modicum of guilt nipping at the back of her mind.

When he began turning over, Maka was certain that she had been found out and was prepared for the ass reaming of a lifetime…but there was no angry albino shouting in her face. The admonishment never came. No, Soul had only turned over onto his stomach.

Damn it! She couldn't see anything with him laying that way. But…oh. His ass. Had he always had such a perfectly round ass? And Jesus, was he…he was…he was thrusting and grinding against his mattress, hand still between his legs.

Maka swallowed a moan and did her damndest not to stick her hand down her pajama pants. She would NOT touch herself while she watched him. She wouldn't, she wouldn't! The push and pull of his hips was absolutely intoxicating, though, and for a brief moment she desperately wished that she was beneath him. That she could feel that same push and pull inside of her.

"Maaaaakaaaa…"

The long, drawn out groan of her name made her blush furiously…but he wasn't looking at her. He still didn't know she was there. Soul's head was turned towards his wall, pressed roughly against his pillow. But he was thinking about her. He was thinking of her while he masturbated!

She couldn't decide if she was flattered or disgusted.

When he returned to laying on his back to spread his legs, and she saw his free hand rhythmically squeezing his testicles while he stroked himself faster and whimpered her name again, she decided she was flattered. That was hot as hell. And she didn't know that ball squeezing was ok! Her understanding had been that it was something you just did not do.

Sex was incredibly tricky.

"Ah…ah ha! So good, so good, so good, don't stop, just like that," Soul panted.

He was shockingly quiet, even though he spoke, and Maka was amazed she heard him at all, what with her heart thundering in her ears. His hips had picked up speed, the hand on his shaft moving in quick, shallow strokes over the head while the other hand continued to constrict over his balls.

"There, there, there! Sweet death, yesyesyesyesyesyesyes..!" he whimpered and bit down on his lips.

There was a sharp gulp, a desperate intake of air as his back bowed off the bed, and for the second time Maka watched him come apart.

To her surprise, it wasn't like when they had been on the couch together. This was slightly more forceful, and she watched him spurt three or four times, jets of sticky semen coating his hand, his belly…even his chest. Jizz could certainly travel…

Soul lay quietly for a few moments, shuddering breaths pushing from his lungs as he came down from his high. He stroked himself a couple more times, hissing when he was forced to acknowledge his oversensitivity. His eyes never opened, though Maka was sure that somehow, some way he could see her. She watched as he shivered, exhaled, and then began to sit up, presumably to clean up the mess he had made.

She made a hasty getaway back to her room before she was found out for sure.

Soul grabbed a t-shirt from his laundry pile, hastily wiping the evidence of his dalliance from his body, and could not contain his shark-toothed grin as he did so.