Author's Note: Warning voyeurism, if that isn't your cup of tea hit the back button, otherwise enjoy!

"Kara, honey, wake up," Winn urged.

Kara came to awareness curled around Winn, which wasn't unusual. What was, was that her hand was in his pants and wrapped around his shaft. "Oh!" she breathed and quickly retreated. "Did I hurt you Winn?"

"Uh-uh."

"Oh," she breathed with a blush. "Sorry."

"It's okay," he reassured quickly. "I'll just-" he spoke, rising. Her hand shot out and stopped him. "Kara?" She withdrew her hand, ducking her head as she blushed. "What is it?" he asked as he sat back down. "Talk to me," he urged gently.

She glanced up at him, before averting her gaze again. "Could I watch?" she blurted, face flaming.

"You want to?" he breathed. She nodded slowly, peeking up at him. "I have no problem with that." Her gaze shot to his. "Really."

Her lips curved into a shy smile. "I know it's a strange request."

"Eh, our lives are strange," he retorted, waving that away. He shifted into a better position, and unzipped his pants, his erection springing free. Kara licked her lips at the sight of his cock, and watched avidly as he wrapped a hand around his shaft. Winn began to stroke himself, watching her face as she watched eagerly, finding himself more turned on by the second.

It was a short length of time before he came – unsurprising really, considering the girl of his dreams was watching him. As he released his shaft, she reached forward, and ran a finger through his cum, licking it off her finger.

She blushed as he stared at her. "I wanted to know what you taste like," she murmured shyly.

He cleared his throat. "I don't mind." He hesitated.

"What Winn?" she prompted.

"Gonna return the favour?" he asked hopefully.

She ducked her head bashfully. "It's not something Kryptonians do," she murmured.

"What do you do if you're feeling horny, and don't have a partner handy?" he asked curiously.

"Mediate until the urge recedes."

"That sucks," he retorted, causing her to laugh softly. "How about oral then?" She blushed. "Or is that not something that Kryptonians do either?"

"No," she replied softly. "But after being on earth so long, I am kinda…" she trailed off shyly.

"Curious?" he guessed, and she nodded. "Well then, how about I give you an idea of what it feels like then?"

"Are you sure?"

"Kara," he chided gently, "I wouldn't have offered if I wasn't sure."

"Okay," she breathed, but placed a hand on his chest before he could move closer. "I need to get this out first," she stated. "Winn, the reason I reacted so negatively when you confessed your feelings for me, is because I was afraid of losing you," she confessed. He blinked. "I was petrified that if we dated, then it wouldn't work out, and I'd lose you forever," she continued. "But after everything we've been through, I think-" she cut off.

"I'm not going anywhere?" he guessed.

"Yeah," she spoke with a dopey smile. "Obviously, my subconscious desire came out this morning, which made me consciously aware-"

He gently placed his fingers over her lips. "We can leave it at this," he spoke gently. "I'm important to you, you want me too, and you want to try a relationship," he stated as he lifted her fingers.

"Yeah," she murmured.

"That's more than I ever thought I would get from you," he retorted lightly. "So, oral?"

She laughed softly as she nodded, content in ways she hadn't been in a long time.