(Author's Note: PLEASE READ!!!! Hey guys, so I know I initially stated I wasn't sure if I was going to have smut in this fanfic but...I changed my mind lol \_(ツ)/ so please be aware that there is a mature scene in this chapter. I will make sure to add a warning just before in case you want to skip, but please leave a review and enjoy!

ALSO: this chapter takes place around the same time as chapter one. Again, this is from Marshall Lee's POV.)

Marshall Lee returned home just before dawn. Despite having rested earlier that day, all he wanted to do was crawl into bed and let sleep overtake him.

The visit with his old bandmate had taken its toll, and his social battery needed recharging. Being that he was kind of a recluse by nature, he wasn't the type of person that enjoyed talking about his 'feelings'. Gal's never really understood that, and as a result their little heart-to-heart conversation earlier had him emotionally drained.

The two friends had a silent mental show down. Their eyes were locked, stares determined. Marshall Lee had the more formidable presence, and it wasn't long before Gal finally threw in the towel. The changeling let out a defeated sigh and rolled her eyes.

'Well whatever, man. Do what you want. I just think you're overthinking the whole thing," she remarked solemnly.

'I know you're scared because she's a mortal, but as for the whole, 'but she's my best friend!' thing- you need to get over it. There's obviously a reason why she's your best friend and enjoy being around her.'

Gal stood up and quickly downed the last bit of coffee that was in her mug. She winced in minor disgust from the swig, (the coffee had grown cold after-all.), and she offered a sincere smile and one last piece of advice.

'Just remember, you have an eternity to wait around. She doesn't. One day she'll be gone, and you'll regret never asking.'

Gal's voice echoed in Marshall Lee's mind, her words of wisdom ringing in his thoughts like an ominous bell.

Maybe she was right.

Maybe he should take that leap of faith and ask Fionna out?

But it wasn't like his reservations were there without reason. The situation was a lot more complicated than that...

Like Marshall Lee had expressed to Gal before, there were many things that could potentially go wrong.

For one thing, there's always the possibility that his confession could come between he and Fionna's friendship. What if she declined and things got awkward after that?

It wouldn't matter to him obviously, rejection is a part of life and he would easily get over it. Being that he's been around for nearly a millenia, he's learned to accept things for what they are. As for Fionna though, would she be weirded out? What if she decided it was too awkward to remain friends?

Another thing that worried him was his track record when it came to relationships...

Marshall Lee wasn't the easiest person to date. All immortality and vampirism aside, he has his routines and quirks. He also has a very short temper, (not to say he hasn't tried working on that). It was his inability to control his anger that resulted in his break-up with Bartleby afterall. It was an emotionally fueled end, and it left his friendship with the candy prince in tattered pieces. What if he wasn't able to control himself and he hurt Fionna the same way? He'd have to disappear for another two hundred years.

There was also Fionna's dating history. Not that he had much to compete with, Marshall Lee knew that the human's past relationships had been short of iffy. Being Aaa's one and only heroine gave her somewhat of a celebrity status. Not much goes unnoticed when she decides to do anything, and that includes dating.

If Marshall Lee recalled, Fionna's only had one actual boyfriend and that was Flame Prince. From what he heard, their pairing didn't last long. He could only guess it had something to do with the fact that they were physically incompatible... (Not to mention the guy didn't even know how to talk. He could only say "meow" for Gob's sake).

Aside from probably hand holding and kissing, Fionna had no further understanding about the physical aspect that came with a serious relationship.

Marshall Lee was certainly no prude. He knew somewhere down the line, things would happen, and he wasn't sure how he'd be able to handle that part with her. Especially since she was...well. So inexperienced. What if he hurt her?

What if he ruined her?

There were so many things to consider, and although Fionna didn't have an eternity to wait, maybe he could certainly give it a little more time before popping the question. It was a heavy thing to consider afterall.

The vampire king floated through his front door, his eyes heavy lidded and dark as sleep's sultry voice called to him. Not one to argue with such a sweet sentiment, he drifted up to his room. He ignored the piles of clothes on the floor as he made his way to the bed. He was too preoccupied with the thought of sleep. (that is, if you could call it that).

Oh yeah, the thing about being undead? You're not actually obligated to a sleep schedule. Instead, the body goes more into a state of hibernation. Marshall Lee's eyes would close and his mind would be suspended in a space of darkness, but there was no actual rest. He would still remain actively conscious and hyper aware of his surroundings.

It was immensely frustrating.

He never had anyone else to explain it to him, but Marshall could only guess it was some sort of primal vampire defense. After all, it would be very difficult to sneak up on someone if they knew you were there the whole time. Eons of vampires being staked in coffins must have led to this adaption, but whatever. It all sucked nonetheless.

Marshall Lee slipped into bed. Normally he would just float above the mattress, but this time he crawled beneath the covers. He craved the weighted security that the blankets provided. They helped ease his anxieties, and despite the traffic of worrying thoughts in his head, he was eventually able to succumb to rest

(Warning: sensitive material ahead.)

About an hour passed before the vampire king woke from his nap. He blinked rapidly, his eyes adjusting to the darkness that was his room. Although a bit groggy, he felt a little better than before. Now that he had some energy, he found himself to be a tad antsy. Thinking a shower would help, he peeled himself from the bed and floated to the bathroom.

The hot water felt good against his cool flesh, but it didn't really help much with his restlessness. If anything, the passing heat of the water skittering across his skin made him even more anxious.

As he stood there, hands on the wall, letting the water run down his head and back, he left himself vulnerable to invasive thoughts. Normally, these invasive thoughts would lead to new song ideas, or memories of the past, but this time they involved a certain human girl. Marshall's eyes drifted shut and his brows knitted in mute frustration as Fionna's sunny face appeared in the back of his mind. Her bright smile nearly blinded him, it's radiance rivaling the sun itself. And although she wasn't physically there, he could smell her. Everyone had their own unique scent, but Fionna's stood out the most to him. She had this distinct scent that reminded him of flowers, earth, and sunshine. Her smell was intoxicating, and the thought of it made him want to bury his face in her neck and inhale. And despite the heroine's rough lifestyle of beating up baddies, her sun-kissed skin looked so delicate and soft. He would love to know if it truly was as soft as it looked. He wondered if it would yield gently to the pressure of his finger tips as he carressed her. Fionna, although not fat, had curves that drew his gaze, and despite her very active lifestyle, she was very 'gifted' in the chest area (as so he learned upon her last visit). He recalled how soft her lips looked that night when they held that stupid eating contest, how badly he wanted to capture them into a deep kiss. Marshall Lee headily wondered what the inside of her mouth would taste like. Would she taste like strawberries? He wanted to know.

While he indulged himself with these risque thoughts, the vampire's eyes became dark with desire. He could feel a tightness in his chest as he became filled with want, his undead heart thumping feebly in response to his longing.

His heart wasn't the only thing that began to throb. There was also...'another thing', that was attempting to come to life. Feeling the warm water run down his back, Marshall Lee looked down at himself in embarrassment and shame. He had unintentionally became aroused from his imaginings of the blonde.

He bit his bottom lip in frustration and let out a long sigh.

It had been a while since he had, 'taken care of himself'. The building effect of neglecting to satisfy his sexual needs showed as his member stood shamefully erect. He could only wince in pain as it throbbed angrily.

The undead teen pondered momentarily on the thought that perhaps he had been putting off pleasuring himself due to the fact that he didn't want to think of Fionna like that, but he could ashamedly admit that the adventuress has been the only thing on his mind these past few weeks, and despite the fact that he had touched himself to the thought of others before, he couldn't gather up the nerve to relieve himself to her. It felt shameful and wrong. He was repulsed at the mere thought, and he didn't know if he would be able to look her in the eyes after.

But as his prick continued to twitch in anticipation, he eventually decided to give in. Maybe if he relieved himself to her just this once, that would be the end of it. He wouldn't have to do this ever again. (Or so he hoped.)

Reluctantly, Marshall Lee gripped his erection and closed his eyes. His grip was gentle, yet firm, and he began to stroke himself softly. He stroked himself like how he imagined she would, his mind picturing her inexperience and apprehension. His face became flushed at the thought of her, how her blue eyes would be wide with perplexity and reverance. How her cheeks would become a delicious shade of red as he helped show her where to stroke, how to touch.

Marshall Lee pinched his eyes shut and bared his fangs. Instinctively he rocked his hips into his grip as he felt the pressure begin to build. He began to fantasize about being on top of her, his hands carefully caressing her soft skin. He imagined her whimpering and keening softly as he fondled her chest. He thought of how he would aim his member and press into her, how he would take her, completely own her.

With a low soft groan he came into his hand, his hips rolling as he rode the waves of pleasure.

Feeling the heat that had culminated during his session start to ebb away, Marshall Lee threw his head back in relief and panted. The water from the shower weighed his hair down, pulling it gently away from his face. Despite having reached his climax, the undead monarch still felt as though something was missing. It left him feeling incomplete and unsatisfied.

Annoyed by this, he glanced down and grimaced. He was still semi-hard.

A frustrated sigh escaped his lips and he rested his head on his forearm.

(Note: if you decided to skip ahead, this is your safe point.)

After his rather lengthy shower, Marshall Lee pulled on some clothes and headed downstairs. His 'activities' had left him feeling hungry, and his first stop was the fridge. Selecting an apple, he sunk his fangs into the fruit's flesh and drained it of its color.

Eating made him feel somewhat better.

Glancing at the clock, he realized it was now early morning. He was a bit surprised by this because he wasn't really that tired. Not exactly sure what to do at this point, he gravitated toward what he loved most.

His guitar.

Picking the instrument up from the corner of the living room, he struck some random chords and smiled.

Hovering just above his couch, he began to strum methodically, his eyes drifting shut as he let his hands do their thing.

It was odd really.

After you've played an instrument for so long it just becomes a part of you. Playing it comes naturally, almost like breathing.

Now feeling a LOT more relaxed, Marshall Lee let out a long sigh of relief.

For a moment, he forgot about everything.

He forgot about his newfound admiration for Fionna, his visit with Gal, his guilt, his reservations- everything was just thrown to the wind.

It was nice.

He stayed like that for almost thirty minutes, unbothered by his problems. (It was probably the most peaceful moment he's had in weeks.)

But like all good things, his momentary respite had to come to an end.

Marshall Lee's eyes, opened.

Lurching himself to a sitting position, the vampire froze. He could feel all of his muscles tense simultaneously.

Senses now sharpened due to adrenaline, he became alert to the sound of someone approaching the cave.

He couldn't help but become visibly vexed at the notion that someone had the audacity to trespass onto his territory.

He felt a primal urge begin to rise within him. It was the urge to defend, enforce, and dominate.

His jaws clenched and his pupils contracted.

It had been a while since he had sharpened his fangs on someone's neck. Oh how he missed the sweet metallic taste of blood...it had been a while, after all, since he had last fed.

Despite his internal nod at the thought of quenching his blood lust, Marshall Lee did his best to avoid giving in. Ever since he began hanging out with Fionna, he had grown reluctant to give in to his hunger for blood.

Fionna's only witnessed him 'feed' once, but it was by accident. She and Cake had sought him out in the woods one day, and they stumbled across him while he was satiating his hunger on a deer. It was already dead by the time they arrived, but he was still drinking. He wasn't expecting the two, so when they called his name he spun around in surprise. He remembered Cake's tail being frizzed out and hissing at the sight of him. Fionna too had a startled reaction. Her eyes were wide with both fear and shock. Seeing as to how the two responded, he touched his chin and dully realized his mouth was stained with blood. It had rolled shamefully off his jaw as he spun around to look at them, the red liquid dripping down to stain his favorite hoodie. After seeing the fear and horror in the human's eyes that day, he started to second guess his dietary choices. The way Fionna had looked at him was too much. It had nearly broke his heart.

Since then he's stuck to eating exclusively different shades of red, (Consider it the vegan option for vampires), and although colors didn't have the same savory taste as blood, they still got the job done nonetheless.

Marshall Lee could hear small footsteps, and they tapped heedless against the surface of the cave's floor. A feminine hum echoed off the walls of the cavern, it's cheerful tone sending butterflies through Marshall Lee's stomach.

Now recognizing who this 'intruder' was, the vampire king slumped in relief.

His expression softened, and his muscles and jaw relaxed as he heard the humming grow closer.

With an unconcerned smile, he began strumming his guitar again.

It was Fionna.

For a minute he had been worried there, because who else would be stupid enough to enter his domain?

He could sense her approaching, and Marshall Lee looked up. The corners of his mouth twitched into a smirk as her silhouette came into view on the opposite side of the living room window. Much to his surprise, (and amusement), he watched the blonde begin to groom herself. She must not be able to see him on the other side, because it looked like she was using the window's reflection as a make-shift mirror.

He quickly slapped a hand to his mouth, and bit back the tears in his eyes as he tried desperately to stifle his laughter.

She was such a dork.

The vampire could feel his ego swell. He couldn't help but internally feel a bit flattered that she decided to review her appearance before checking in on him.

In spite of his observation though, the vampire didn't let himself think too much into it. Judging by the appearance of her clothes, it looked like the teen had been in some sort of scuffle. It must've been a pretty good fight too, because she was covered from head-to-toe in dirt, grass, and sweat.

Still unconsciously plucking at his guitar strings, Marshall felt sort of slight anticipation when he heard her approach the door.

He paused. Wait a minute..

This would be a great opportunity to scare her.

Marshall Lee quickly shot up from the couch and floated silently to the door.

Using his supernatural powers he snapped his fingers. Almost instantly, all the lights in the room dimmed.

knock knock*

"Marshall?" Fionna called from the other side of the door.

Marshall Lee went invisible. He stood in the corner just beside the front door, an impish grin sliding mischievously across his face.

He purposely ignored her. The suspense will make it all the better.

For a moment, there was silence. Then, the human knocked again, this time sounding more impatient.

knock knock knock*

"Marshall Lee?"

Feeling like the time was right, he gently twisted the door-knob and opened the door slowly.

creeeaaaak~

Fionna didn't make a sound. The vampire watched her from behind the door. He could see the adventuress' head hesitantly poke through the threshold as she peered inside.

"Marshall?" She nearly whispered.

Watching her enter the room cautiously, Marshall Lee forcefully pushed the door behind her. It slammed shut with a bang. Letting out an evil cackle, the undead teen hovered above her menacingly. Using his shape-shifting powers, he morphed his hands into hairy claws and he extended them over the girl's shoulders.

"FiiiOooNnaaaaa~" he trilled in a demonic voice.

A noise escape from the blonde. The sound was difficult to make out because she was facing away from him, but he could've swore it sounded like...laughter?

A tad annoyed by this, he decided to up the fear factor.

Morphing into a mass of black tentacles, he slithered the appendages in front of her. Trying his best to strike terror, he wavered and wormed the slimey limbs around her ankles for added effect. The otherworldly movement made the tentacles look like giant slithering eels.

He let out another sinister cackle.

"ArE YoU SCARED?!"

Suddenly, Fionna crumbled to the floor. Watching her Marshall Lee felt his heart jump to his throat. He didn't waste any time, the vampire quickly shrunk back to his normal form and ran over to her.

Convinced that he had given the girl a heart attack, he stooped down next to her, his hands shadowing her body as his mind raced on what to do. He was about to call her name, but words left his mouth as the ringing sound of her laughter filled his ears.

He froze.

The shock he experienced from witnessing her fall to the floor was immediately replaced with indescribable rage. He glared angrily at Fionna as she rolled on the ground in a fit of laughter.

Angered beyond the point of reason, Marshall Lee's expression had become something that eerily resembled one of his mother's notorious looks. It was a look that could be best described as evil in the purest form.

Oh. He was pissed.

He felt absolutely humiliated. Seething at the fact that he had been worried for nothing, and that Fionna was laughing at him, he had the sudden urge to toss the blonde outside and hole himself up in his room.

Punching down his anger, Marshall Lee took a deep calming breath and snapped his fingers.

The room's light blinked back on.

The sudden brightness seemed to snap Fionna from her hysterics and she looked up at him. Her cheeks were tinged red and her eyes were wet with joyful tears, and although Marshall Lee would normally find this cute, he was too angry to care.

"You're no fun anymore.." he growled.

Unable to look at her, he drifted over to the couch. He could feel her blue eyes pierce through his back as he settled into his usual floating position.

He had tried really, really hard not to sound angry, but a little bit of his emotion had leaked out in his last sentence. Despite the slip up however, Fionna was unaffected.

"I'm sorry!" She squeaked out between giggles. The girl climbed to her feet.

"I couldn't help it! It was a nice try though."

Marshall Lee sniffed indignantly. Although he was still coming off as annoyed, he was secretly pleased with her apology.

Not saying anything else, Fionna lazily threw her backpack into the corner of the room. The bag landed with an audible thud, and the contents spilled out across the floor. Despite this, the teen didn't bother to pick anything up.

Marshall Lee chuffed inwardly.

This girl was a walking disaster. He wondered if her innate carelessness was due to Cake spoiling her.

Fionna made her way to the kitchen and grabbed herself a glass of water.

Still putting on the act of ignoring her, Marshall Lee picked up his guitar and began to strum mindlessly. Although he looked inattentive at the moment, he was actually hyper aware of the heroine's movement.

The vampire king noticed with a slight curiosity that Fionna had been watching his every move.

The girl was trying very hard to go unnoticed. She was trying so hard, in fact, that it made it all the more obvious.

In spite of her effort to remain under radar, Marshall Lee was very aware of her 'discreet' glimpses, and it made him turn his head slightly so she couldn't see the smirk on his face.

After that, the two of them bantered back and forth like usual. The vampire king took every opportunity he could to tease her, and she would would pout and give it right back.

It was the same old song.

Just like any of her other visits, nothing had changed. It was all completely the same.

This depressed Marshall, but he refused to show it nonetheless.

Fionna eventually joined her friend on the couch. Much to the vampire's disappointment, she sat on the farthest end away from him. He had been kind of hoping with all the looks she'd been giving him earlier, the adventuress would've hinted at something.

Marshall Lee has been around for a very long time. He wasn't ignorant to the ways of women. He could tell when a girl's interested in him, and Fionna's behavior was alluding to the fact that maybe, just maybe, she was checking him out? It was honestly hard to tell with that girl. She was awkward and unpredictable. He couldn't figure out what was going on in that blonde head of her's.

Fionna didn't seem to notice his momentary chagrin. Her inability to pick up on his despondency had the vampire mentally shaking his head.

Wow, this girl's oblivious.

Marshall Lee was pulled from his thoughts as Fionna's voice broke the room's silence.

"So what've you been up to?"

Not wanting to give her all the details about his trip to Gal's, Marshall Lee gave a rather vague answer.

"Nothin much, just been doing gigs here and there. I met up with Gal from my old band, and we hung out."

There was a slight pause of silence, but the undead monarch paid it no mind.

"Oh?" Fionna responded.

There was a slight pitch to the heroine's voice. It was an octave higher than normal and was laced with bitterness. It went against her usual sunny disposition and caught the vampire off guard.

He couldn't stop himself from frowning and he cocked a brow in her direction.

"You...okay?" He asked hesitantly.

He watched the girl's face closely. Bewildered, he could see that her cheeks were flushed and her brows were knitted together. She was staring at the floor intently, almost as if she was trying to avoid his gaze. The adventuress was so worked up that her eyes glistened with held back tears, and he couldn't tell if it was from embarrassment or anger.

Did he say something that offended her? He tried to remember what all was said earlier, but it was hard to pick out anything that would've caused such a reaction.

"Um...yeah. Sorry." She blurted out.

He studied her, his red eyes still scanning her face. Despite observing her closely, he still couldn't tell what she was thinking.

It tremendously annoyed him.

"Um...anyways." Fionna's voice broke the silence. "What did you and Gal do?".

Again, he couldn't read her face. Her reply was flat, and it seemed purposely void of all emotion.

Unsure what to think at this point, Marshall Lee gave her a disgruntled look, but decided to continue. Maybe he could find more clues as to what she was thinking if he kept talking. He just had to wait for her to let her guard down.

As he continued on about the drama between his old band mates, his eyes slid over to Fionna's face.

She just stared at him absentmindly while he talked, her eyes glazed over, almost as if she was in a trance.

Did he have something on his face? What in Glob's name was she staring at? It's been such a long time since he's felt so self-conscience.

Patience wore thin, he finally decided he was going to get to the bottom of this.

"Fionna!"

Fionna jumped in her seat. Her cheeks became a delicious shade of red, but Marshall Lee pushed passed the thought and glared ahead.

He had bigger fish to fry right now.

The vampire could feel a frown pull at the corners of his mouth as he gave his stupefied friend a frustrated look.

"Um..." Fionna managed to sputter.

Not giving her the chance to change the subject again, he cut her off.

"Did you hear anything I just said?"

Marshall wondered internally if he should dial his annoyance level down, but he was soon caught off guard by her next words.

"I...um.." she struggled to form a sentence.

"I...I need to go."