Author's Note: Well this is another one-shot lemon, this is ALMOST double the length of my first lemon, mainly because it was difficult to get past the characters hesistence, neither of them being out-of-control horny like Keitaro from Love Hina, but i tried my best! Hope you guys enjoy, and tell me if you think any of it is too corny, haha! (although some of the dialogue is similiar to what is actually said in the anime) Please review, even if your anonymous, i don't mind. =]

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The two teenagers sat awkwardly next to each other at the deserted train station, the distance too great for Koishi's liking. The night had grown late and Koishi had called Kei out to meet her; she couldn't contain the way she felt. It was now or never for her to finally tell him how she feels. Time must have passed much more quickly than Koishi was aware as she was contemplating what to say.

"Well...It s getting late so i should... " Kei said, standing up to leave.

"Kei, wait!" Koishi cried suddenly, reaching out quickly to grab the mid-section of a startled Kei's jumper. It was excruciating to let bare all her feelings, but she couldn't keep bottling it up. "This is the first time I ve felt this way, i don't know what i should do..." She couldn't let him leave, not yet."I don't want to just watch you, i don't want to be just another classmate, i can't settle with just walking with you, my heart races every time i look at you, but i want even more". Her eyes began to sting, tears threatening to over flow as she looked up at him.

"Y-you can... do whatever you want with me;" she knew what she wanted, her cheeks stained pink."I'm yours" She whispered.

"Koishi..." Kei said softly, his pale hands grabbed her slim shoulders, and gently pushed her away, causing Koishi's heart to sink heavily at his rejection. "I'm sorry... there s someone i already love and want to be with" looking away from her hurt-filled eyes.

"....."

"It's...okay" Koishi replied softly in a monotone voice, her eyes focused on the ground "You should go for it before it's too late, go tell her how you feel"

Koishi gave Kei a small smile as he looked up at her, giving her a quick nod, his eyes filled with determination.

Kei ran off in a hurry, while Koishi rested her head against the bench, staring vacantly at the stars.

Koishi wasn't sure how long she had been sitting alone on the train station bench. She wasn't even sure when she got up and started to walk, or where she was going for that matter, not that she really cared. Her face was stoic, devoid of all emotions. She didn't want to cry, to be weak. Before she knew it, she was sitting in Mr. Yamada's workshop.

Funny..., she thought to herself Why do i always find myself here when i need someone to talk to?

"So-" The shaggy looking Yamada began in a gruff voice.

"He...dumped me" Koishi cut him off, trying to add a light hearted laugh."I, uh... don't know what to do" she said, so softly it was almost inaudible, dropping her gaze from his.

"It's not always the case that Human powered airplanes successfully get off the ground. Of course it's most fun when it does take off" Yamada said suddenly in a deep smooth voice, surprising Koishi greatly.

"But the process of making it is fun as well, it's important, just as important as the result is" Yamada slipped his cap off and scratched his head. "How was it, Miss Herikawa?" His hair covered eyes stared at Koishi intently."So, was it fun for you?"

Koishi huffed a small laugh at Yamada's analogy, wiping off more tears with the back of her hand. Typical he would make her situation relate to Human powered airplanes. "Yeah, i felt a lot of...excitement" giving him a nod.

"But, I m kind of surprised, this is the first time I ve ever heard you talk this much about anything, sir."

"It happens on occasion, but very rarely" Yamada chuckled, pinching the opening of his shirt, trying to fan himself.

"Wow, it's rather hot for so late at night" Yamada said, as he strode towards the open window, lighting up a fresh cigarette.

"Mr. Yamada, you know something? you'd be popular with the girls, if you would just cut your hair and shaved."

"You uh, think so?" He asked, looking back at her.

"Yeah"

"I see..."

"Your amusing, it seems like... your getting into the mood, you re really funny, sir" Koishi chuckled, her casual laugh turning into sobs. She wiped her eyes with the back of her sleeve again, the base of her eyes feeling so sore she was sure they were swollen.

Yamada stood silently, his back faced towards her, continuing to puff his cigarette and stare at the sky. As much as he wanted Koishi, he did not want to take advantage of her while she was at her most vulnerable. He waited silently for Koishi grieve, and handed her a box of tissues.

"Thank you" She sniffed. And she began to fidget in her chair, absentmindly tracing circles on her skirt with her fingertips. "I...i really meant it when i said you could be popular with the girls, sir."

"Herikawa..."Yamada sighed as he flicked the remains of his cigarette out the window.

"I guess I ll see you tomorrow." Koishi said, standing up. "I'll bring your usual tomorrow, Good night "

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"Hello, Herikawa Groceries." Koishi called out as she stepped into the small but cosy workshop, her eyes scanning the room for Yamada. "I brought you your usual-"

"Mr. Yamada?!" She cried suddenly as Yamada turned around from his work desk. His hair was trimmed short, not in any particular style, but it somehow suited him; complimenting his face perfectly and made his masculine jaw line much more prominent. Without his usual beard he looked younger for his age, aside from a couple of laugh lines etched around the corner of his eyes. Koishi was a little stunned at how handsome he was, she always knew he wasn't bad looking, but not to this extent.

"Is it, okay?" He asked a little bashfully.

"It's..." Koishi struggled to find the right words without embarrassing herself, she was completely speechless."It really suits you" she managed to choke out and gave him a little smile, as she sat down on her usual chair. Yamada's mouth twitched upwards for a second, returning her smile. Koishi sat silently in her chair, her face looking pained again as it did last night. The crickets were chirping their usual song as the two of them sat silently.

Koishi stifled a sniff, her eyes focused on the patterns of the weave of her skirt. "I'm sorry for being such a cry baby." She apologised, looking up at him. "It's just... you re the only one i feel comfortable to cry around and i really hate to make Ichigo and Kaede worry"

Yamada strode across the room to stand in front of her. He hesitantly reached his hands out and gently cupped her face. His thumb lightly brushed away a fresh tear, her skin was like silk in contrast to his calloused hand. The heat of his skin pressed against hers caused her heart flutter nervously. Koishi's breath caught in her throat at his gesture, never before had he touched her, and definitely not this affectionately. The scent of tobacco still lingered on his skin. It wasn't necessarily unpleasant, in fact she found the smell to be sort of comforting, and it soothed her.

She placed her own hands over his, and brought it down to her gaze. She curiously traced the sinews of his big hands with her fingertips. Her own smooth hands taking in the feel of his hard calluses. "Koishi..." Yamada sighed. His other hand moved to brush the bangs out of her eyes.

Koishi felt a little flustered at the way he sighed her name, touching her so casually and gently. His eyes bore down on her big brown eyes intensely, as if waiting for her to pull away, excentuated by the hesitance and gentility in the way his hands held her. She dropped her gaze from his, staring once more at the hand she clutched in her own. She loved the way his hands felt on her skin, it was such a pleasant sensation that made her heart race in a completely different way than Kei could. Koishi boldly stood up, slightly startling Yamada, and wrapped her arms around his waist, resting her head on his hard chest; only mildly surprised at how built he was.

Yamada rested his hands on her hips and pulled her body closer to his, their hips slamming into each other. "Koishi" Yamada whispered as he stroked her short silky hair. Koishi gasped at the tingling between her thighs when Yamada breathed in her ear, her cheeks becoming bright red. The back of his hand began to lightly trace around her jaw line and soft features, leaving her skin burning at his touch. Koishi reached up to take his hands in hers once more, and her lips lightly brushed his knuckles in the softest of kisses. A kiss that sent the blood in Yamada's body to rush down to the base of his stomache as he swallowed thickly.

His head leaned down, his lips moved against hers tenderly. Koishi was surprised at her body s reaction to his; her lips desiring his as much as it did her. They both breathed heavily as their kiss grew more passionate, more intense. His hands moved up her shirt and dipped into her C-cup bra, her round breast seeming to fit perfectly in his hands. Koishi could feel the pressure of something poking the centre of her pelvis, his wood becoming harder, becoming more prominent through the crotch of his trousers, straining against the fabric. "Nnghh" She sighed softly, her own hands moved to unbutton his shirt, as if her body were acting of its own violation.

Their bodies moved in sync as they both sank down to the ground, Yamada's body leaning against hers, pressing her against the hard floor. Frustrated with the buttons, Koishi yanked on the sides of his shirt, causing them to rip off, her body aching to explore more of him. Yamada shrugged off his now ruined shirt, revealing his perfectly contoured, although pale, abdomen. His hands moving to slip Koishi's shirt off before continuing to kiss at Koishi's neck and collarbone, lightly sucking and nibbling on her enticing skin. Koishi couldn't believe how good it felt, her hands tangling up in his new haircut. They both proceeded to strip and tear off each article of clothing. Koishi squirmed a little, slightly self-concious at the way his eyes explored her body.

Yamada sighed as he admired Koishi's curvaceous body, her figure was so mature for a teenager. His hands roamed every inch of her, taking in her velvety texture. The sensation and heat sent a tingle of electricity to the most sensitive part of her body, she blushed as she could feel how wet she became. He kiss down to her chest, leaving Koishi's skin to linger hotly."Mr. Yamada" she whispered in a highly aroused voice. Yamada let out a soft groan as he could feel his manhood throbbing in response to her heated voice. His lips enveloped her right breast, teasing her nipples with his moist tongue, while his fingers rubbed against the moisture between her thighs, causing Koishi to arch her back as she moaned in delight, her hips moving in the same rhythm as his skilled fingers. Her thighs clamped tightly around his hand as she felt her body about to come and she let out a loud pleasured wail as her body trembled, her hands clenching on the hard floor.

Koishi rested limply, her chest rising and falling in exaggerated motions, trying to catch her breath as she looked up at Yamada. Their eyes caught in each other in a lust filled gaze, Yamada bowed down and cupped her face to his, their lips locked together once more, her tongue traced his lower lip, asking for admittance. Yamada's tongue slipped into her mouth eagerly, lolling around tasting her, wrestling against hers in hot desire. Koishi maneuvered herself, rolling her body over his in dominance, until she was on her knees, her body hovering above his.

Her milky hands reached down to grab his now rock-hard member, her fingers encircling him in a firm grasp. Holding it erect as she tried to slip it between her folds. Yamada's strong hands shot up to her hips, firmly holding her body in place, preventing her to move down over him. "What are you doing?" she asked confused, leaning her upper body down towards him, using her other hand to rest on the hard floor beside him to support herself. "Maybe we should take it slower" Yamada sighed heavily. "We both can get into trouble if we get caught..."

"No! please don't stop!" Koishi said wide-eyed, her erect nipples that hung over him ached, her lubricated flesh pulsated for more, as if her heart where between her thighs. There was no way she could stop herself now. "I...want you so bad!" she said, a blush painting her milky skin as her hand moved over his member in firm, long strokes as she uttered each word. Yamada's arms buckled in a moment of weakness, Koishi's body inched down towards him; his hardness prodding and teasing her entrance. The feel of his hardness gently brushing against her flesh, sent a ripple of desire in her, her wetness almost seeping onto him, but Yamada kept his hands firmly on her hips. Not in objection anymore, but because he loved that he was able to drive her crazy, to send her into such a frenzy of sexual desire.

He smirked a teasing smile at her as he looked up at her lust filled expression. Koishi's hand began to stimulate him again, trying to make him give in, using her own juice which had seeped onto him as lubrication. The pleasure caused Yamada's hold on her to buckle, and they both groaned as she her warmth enveloped his. "Herikawa?!" Yamada exclaimed in surprise. "You're not a virgin?" he could definitely feel the difference in the way the skin felt over his.

Koishi flushed deeply at his question."Of course i am! i...uh... just got curious" she said nervously, her mind flashing back to her electronic friend which she stashed inside her panty drawer. The image of Koishi pleasuring herself danced in Yamada's mind her face moaning in ecstacy, and he took her then and there as he thrusted his hips upwards into her warmth; her body responded naturally to his, as she rode him. Yamada sat his body up, both of their hands roamed each other s body hungrily. Koishi's thighs were now straddling his hips, as her arms clutched around his large frame, their body's contouring to each other perfectly, as if they were two sexually charged puzzle pieces, designed precisely for each one another.

Their pelvises grinded with each other, their speed increasing as they both moaned in estacy. Koishi felt the heat building up, her climax approaching and naturally her thighs tensed around his hips, her fingers digging into his shoulders. Panting heavily, Yamada let out a loud groan, his upper-body falling back towards the hard ground, he ignored the pain when his back slammed to the ground. Continuing to thrust himself into Koishi's wet, warmth, his calloused hands grabbed at her hips, in attempt to guide her pace, and she moved up down him in smooth quick motions, her large breasts bouncing in sync with her movement.

Koishi cried out his name over and over, her breathing becoming jagged. They both wailed in harmony as they exploded in pleasure at their climax, Yamada's hot liquid shooting up Koishi before seeping back down his member. Koishi rested her body over his limply, panting heavily before planting a kiss on his neck. And they both lay there, enjoying the silence and the afterglow.

"Next time we do that, we need a soft bed" Yamada winced, breaking their silence as he could feel a spasm of pain reverberate in his back.