Yugi figures that this was his only chance to tell Atemu how he felt. "Don't be…" Yugi crawled over on top of Atem. Atem was blushing. "Yu-Yugi? What are you doing?" "Showing you something I can't put into words." Yugi closed the gap between them and kissed Atem flush on the lips. He only meant for it to be small, until he felt a hand on the back of his head, and a strong arm around his waist. He gasped when he felt a tongue run along his bottom lip.

Yugi's gasp was perfect enough for Atem to slide his tongue into Yugi's mouth. He heard Yugi moan into his mouth and that made him harder than he already was.

"Ahem!" They broke the kiss and looked over. Anzu was standing in the doorway. As if Yugi couldn't get any redder than he already was. "It's okay, it's just me. Be glad Honda or Jounon- Atem? Are you okay?" He had his head down ever since they noticed Anzu. "Hey Anzu, I don't mean to come off rude but, could you leave. I need to talk to Yugi about "You-know-what" She smiled. "Yeah, of course."

Once she left Atem got up and locked the door, then grabbed a chair to reinforce it. "So, what's up?" Yugi asked before he got tackled on the bed. He felt Atem kiss him again and he eagerly accepted. Atem's tongue was slowly massaging his mouth and he couldn't help but moan. His breath hitched when he felt hands roam under his shirts, soon lifting it up and over his head. "A-Atem." Yugi moaned as Atem kissed as he slowly kissed his way down his chest, teasing at his nipples. Then going lower, swirling his tongue around his navel.

Yugi's moans were enough to drive him over the edge but he couldn't just yet, not when Yugi was as fragile as this. He slowly went back up, ghosting over his nipples before he found this small patch of skin behind Yugi's ear. He licked it slowly and loved the way Yugi moaned a bit louder and writhed underneath him. He arched when Yugi's hands slowly started to undo the buttons on his shirt, soon pushing off his shoulders. He sat up to pull it off all the way. He leaned back over only to have Yugi's hands on his chest again.

Yugi had seen Atem topless before, but never this close. He was slim yet muscular, with a few scars here and there, nut it only added to his charm. It was the reason all the girls would swarm him at the beach or pool. He hesitantly put his hand back on Atem's chest and slowly found his way to his favorite scar. It resembled a star that was almost directly over his heart. He lifted him self up to lick the scar and earned a low moan from Atem.

"Shit" was all Atem could manage, but it was in a low rasped voice. He pushed Yugi back down on the bed and kissed him again, more urgently then before. His hand went down to the bulge in Yugi's pants. He slowly rubbed it before undoing his pant and ripping them off, leaving Yugi in nothing but his boxers.

Yugi lifted himself up switched positions with Atem, he un-buttoned his pants and then slowly pulled the zipper down with his teeth.

Atem looked at Yugi in full awe. "Oh shit that's hot." He said before helping Yugi pull off his pants. Yugi gave Atem an evil look. "It gets better." "Oh? Show me." Probably not a good idea. Yugi ripped off both their boxers before he grabbed Atem's member and slowly licked up the shaft before taking the head into his mouth. "Oh FUCK YUGI!!" he grabbed Yugi's hair before he bucked up into Yugi's mouth. Making him deep throat him. The odd thing was, Yugi didn't gag, he worked like a pro and made Atem get close to his climax before stopping.

Atem was breathing heavily, eyes half-lidded and filled with lust. "Where….where did you learn how to do that?" He asked. Yugi looked a bit ashamed and looked away. "Oh..." Atem crawled over to Yugi and kissed him passionately, while pushing him back down. He reached down and reached for Yugi's member. "Hmphf... Ahh!! Atem!!" Yugi broke the kiss and moaned loudly when his neglected cock finally got attention. Atem was pumping Yugi cock, increasing in speed with each pump. Yugi found himself thrusting into Atem's hand in the same rhythm. "Ahh…haa…A-Atem…ahh…stop, I'm gonna…AHHH ATEM!!!" Yugi moaned loud as he came into Atem's hand, throwing his head back hard against the mattress.

Atem raised his hand and licked Yugi's cum off his hand, and then leaned down to kiss Yugi. Not breaking the kiss he reached over to the nightstand to grab a bottle of lotion stashed there. He put some on his fingers and then reached down to Yugi's entrance; he circled the opening and then stuck a digit in. Yugi yelped as he felt a finger go inside him. It hurt but felt so good. He soon adjusted to it and followed its rhythm, when he felt a second digit enter. It didn't hurt as bad as before and he adjusted quickly.

Atem wanted to stop when he heard Yugi yelped, but apparently Yugi adjusted quickly. When he entered a second digit, Yugi was fine. Not breaking the kiss he stretched Yugi out a bit before adding the third and final digit. Once he deemed Yugi ready he removed his fingers and broke the kiss. He positioned himself over Yugi and looked down at him. "Ready?" he asked. Yugi nodded and then wrapped his arms around Atem's neck.

He slowly slid himself into Yugi, and stopped when he was fully sheathed. He waited for Yugi to adjust to him. Yugi pulled Atem's head down and whispered. "Move…" Atem quickly obliged and started a slow, steady rhythm, slowly getting faster trying to create more friction. Both were moaning louder than before. "AHH ATEM!!" Yugi yelled. Atem found it, that small little bundle of nerves that sends an insane amount of pleasure through the entire body, His prostate.

Yugi shivered as an enormous amount of pleasure racked his body. "Hnn, do it again." Atem grinned as he put Yugi's legs on his shoulders so he could go deeper. He thrust in hard and hit it again, making Yugi to moan even louder. Atem grabbed Yugi member and started to pump in pace with his thrusts. "Ahh…haa…Atem…ahh…oh god…haa…Atem, Atem, Atem, ATEM!!!" Yugi came again, his fluids spilling all over his stomach and chest. That was it, two more thrusts and Atem was done for. He thrust hard both times before he came inside his new lover. "Fuck…YUGI!!!" He collapsed down on Yugi for a few minutes before drawing out of Yugi.

Yugi cuddled up to Atem. "I love you, always have, always will." Atem squeezed Yugi up to him. "I love you two. The both faded off into a blissful sleep.

"Bad idea letting me know that…oh great Pharaoh. Ha ha ha ha ha!!"

A/N Yay!!! lemon!!!I'm such a perv. XP oh well. R&R