WARNING!...This chapter contains Lemon!

She squealed in delight as the ultimate life form crawled all over, planting kisses all over her neck, shoulder any thing that was bare, he was on top of her like an animal.

One of his hands griped the sheets, the other had her pined under him. Rouge wraped her legs around his waist securing him as he continued his act on her.

Rouge moaned when he would kiss her neck, she was ticklish around her neck but feeling the hedgehogs lips on her delicate skin made her melt.

Her hands were in Shadows quills, her fingers acting like a comb as her glove would come out with black fur on them.

She arched her body forward so Shadow was now facing her breast. As his eyes viewed her cleavage one thing stood in the way. her cat-suit.

Reaching behind her back he slowly started to pull down the zipper. Rouge gasped feeling the suit loosen on her body. The Hedgehog stoped his action.

" Are you alright?" he asked. Rouge was brought back after blanking out like that, she shook her head.

" I'm fine" she purred " you just cme off guard" she lifted hersef up and reached back to continue to strip off her outfit.

Shadow helped her by removing her boots, he placed them gently by the bed side as the bat took off her gloves, the gloves were on her night stand, the suit was half way off, her breast were exposed to the hedgehog.

Shadow took the opportunity to remove his gloves and inhibitor rings. he set them on top of Rouge's gloves.

This was the first time she saw Shadow's bare hands, they were nice a black, the red stripes on his arms only reached to his wrists, She imagined they would reach the palm of his hand or extend to his fingers.

The two looking into each others eyes, Rouge broke the silence by softly planting buterfly kisses all over Shadows muzzle.

Continuing where they left off Shadow prepared to remove the remaining of Rouge's outfit.

Once the garment was tossed on the floor the hedgehog looked up to see the bat covering herself, Fear struck her as she used her wings t conceal her breast.

" Rouge?" he shuffled over to her, Rouge looked down at herself, she was ashamed of what she was leading herself into. She could never forget the way Mephiles handled her, and the horrible nightmare she been in. He ruined her life, he made her afriad of feeling love.

Two strong hands rested on her shoulders snapping her out of her thoughts. Shadow looked into her eyes.

" We can stop" he said " if your not conformable".Rouge sighed she loosened her wings around her body.

" No" She said " I can't be afraid any more" she moved her body so she was now in his lap " Mephiles can't make me fear sex" she played with his chest fur in her fingers " If I don't get over this I'll never be free".

Shadow wrapped his arms around the half naked bat holding her in his arms as he sat cross legged

" I understand" he spoke " but do not force yourself if your not ready" he purred ans kissed her head " I don't want you to be afriad".

Rouge nodded as she turned her body facing him " I know" she kissed him " I don't want to be afraid any more".

The two continued to kiss and she pushed him on his back, he got a good view of her, she was beautiful, he wanted to reach out and touch her, the bat lowered herself onto him and they continue there passion.

Smirking the ultimate life form manage to take hold of Rouge's breast and his hands were felling every inch of them.

The bat moaned as he pinched her nipple. he chuckled when she moaned for him. he continued to play with her nipples, his fingers couldn't get enough, he sat her up on his lap as his mouth made contact with her boob.

The Bat's face lit up feeling his tongue lap all over her sensitive nipple, she was panting she couldn't take it.

"...Ah..." she moaned "...Ah...Yes...AH!" she bit her lip when she felt his teth on her "...S...Shadow" she croaked.

He let go, he was done teasing her, The hedgehog ran his hands along her body, he ran them along the side of her thighs until they met the small fabric of her underwear.

Her black panties with a bow were in the way of what Shadow wanted. The two looked down at the remaining clothing, Shadow looked up at her waiting for her permission to remove them.

Rouge could feel the fear coming but quickly discard it. looking down she nodded giving her answer.

Gently laying her down on her back Shadow reach his hand inside the waist band, he felt all around her behind getting her use to his touch, when he though it was enough he gently pulled the underwear off. He pulled in a slow genital pace, until they dangled on her foot.

With a swift movement from her leg the garment was tossed to the side. Now she lay naked before him, her face turning a shade of pink as she watched his eyes on her.

" Are you ready?" he asked her. Rouge looked up into his eyes, she took the moment to process what the two were going to do, closing her eyes she gave her answer.

...

Shadow was being very genital with her, he hand his hand around her womanhood, getting her use to his touch. The Bat was enjoying what he was doing until she felt his finger enter her.

She shirked making the headgehog retrieve his finger.

"...Sorry!" she said " ...Please continue..."

Shadow obeyed by putting his finger back into her entrance. Once he was sure she got use to the feeling he entered another finger. She moaned as he played around with her entrance, then he removed his fingers, he studied the sticky substance, and looking down at her he could tell she was ready for the next part.

He shifted so his body was between her legs ans he slowly lowered his lower half. Rouge eye met Shadow's male member, she could see how excited it got, spreading her legs wider his member poked her entrance then slowly he entered into her.

The bat winced taking the sharp feeling of his organ in side of her. Shadow felt concern but she let him know she was fine.

Getting use to the feeling of him inside of her she wrapped her legs around his waist, he started to slowly rock back and forth, not wanting to hurt her.

"...Oh..." she moaned as he was acting on her. She was able to feel the difference, what was considered love while the other was rape.

her eyes closed she proceed to take in every second of the black hedgehog gently thrusting inside of her.

"...Sh...Sha...SHADOW" she moaned his name "...Yes..."

Shadow was also giving out small grunts as his hips bucked in rhythm of there movement. The movement started to go a little bit faster.

"...Ah..." she shriek at the sudden pace but instead of pain she was feeling pleasure "...Faster!..." she moaned " Harder...".

In no time Shadow was picking up the speed, he was going at her. his grunts and her moaning went together. Soon he was reaching his limit.

"...Rouge...I'm..." he warned her. Rouge threw her head back as they both orgasm at the same time.

He puled his member out of her. Rolling to her side he collapse, the two were exhausted from there activity.

Rouge grabbed hold of the blankets and covered there naked warm bodies. The Ultimate life form took her in to his arms and she snuggle up to him, tired they both closed there eyes knowing they are going to need there energy.

Rouge opened one eye to check to see if the hedgehog was really asleep, she looked up at his ear, her mouth inches away she whispered 3 words.

"...I Love You..."

So...Yeah This is my second time writing a Lemon Scene. ( he first time was in " Forbidden Affairs" )

Next chapter. The search for the Remaining Emeralds begins!