Just a warning! lemon will be in this chapter or the next! possibly both! so if you dont like than maybe you should just skim through to get the jist of it :) thanks!

Joey managed to come up with some lame excuse for his friends as to why he wasnt going to hang out with them that day after school. However, Yugi knew and gave me a little smile and a wink and told him 'good luck'.

Joey waited til they had left the school to go to Seto's locker. When he got there he found Seto waiting.

"hey!" Joey said, Seto nodded his hello.

"So?"

"So now we go to my car and drive to my place." Seto said calmly.

"ya ok." Joey said who's heart was pounding so loud he thought Seto must be able to hear it.

The drive to Seto's was nerve racking for Joey. He babbled on about stupid things like games and tv shows and homework and so on. Seto just nodded every so often, not saying much. When they arrived at Seto's they went into the kitchen.

"Are you hungry? thristy?" Seto asked JOey opening the fridge door.

"um.........ya sure...."

Seto handed Joey a pop and grabbed one for himself. Then he grabbed some chips and headed off towards the living.

They sat down on the couch eating and drinking and watching tv. After a while Seto set the chips on the table and turned to look at Joey.

Joey looked back concerned, "what? do i have food on my face or somethin?"

Seto smirked, "no."

"oh well than what are you starting at me like that for?"

"why dont you come over here and find out/"

Joey blushed up a storm but after a second he gathered his wits and moved so he was sitting right beside Seto. Seto just gave a sly smile and leaned forward placing his heads just behind Joey so that his face was about an inch away. Seto just stared at the nervous Joey for a moment, laughing in his head that Joey wouldnt look him in the eye. The usually brass and daring Joey Wheeler was suddenly very shy.

"Joey." seto said quietly.

"ya?" Joey answered still not making eye contact.

"Shy today are you?"

JOey finally looked up and smiled, "Just a little"

"well atleast you admit it." Then Seto leaned in to kiss him on the lips.

JOey immediately responded and opened his mouth to allow Seto's tongue entry. JOey wrapped an arm around Seto's waist as Seto brought an arm up to hold the back of Joey's head. Then Joey felt that familar feeling on his butt as Seto brought his other hand under it.

After several minutes Seto broke away. Joey looked up at Seto, wondering what was wrong. But Seto gently pushed Joey down on to his back and moved up so he was on top of him, hovering above.

Just as Seto was leaning down to kiss him, Joey asked "where's your brother?"

Seto began kissing Joey's neck, "He's at a friends house.......he wont be home til supper"

"oooooooohhhhhhh" Joey moaned.

Joey began to run his hands up and down Seto's back. Seto sat up and began removing his shirt. When he had he started helping Joey remove his. They then just looked at each other, admiring. Though they were both slim, they were somewhat toned and they just lightly explored with their hands. Then Seto moved so he was laying on his side beside Joey and began kissing him again.

Seto than began moving down teh side of his face and ran his tongue lightly around his earlobe. JOey just layed back mesmorized. AT the same time a hand moved down Joey's chest, down his stomach and stopped at his belt buckle. Joey looked down and watched as Seto undid his belt and his zipper. JOey's heart was racing and already he felt out of breath. Then the hand disappear into his boxers causing JOey to cry out loudly.

Seto grinned into Joey's neck. He began pumping Joey, gently at first since he knew this was all new for Joey. He began moaning softly and he turned his head to kiss Seto. The kissing now was more forceful and passionate. Joey wrapped his arms around Seto, pressing him close.

Since Joey was new to this, it didnt take long for him to cum. When he did he moaned loudly and arched his back . Seto stroked him lightly a few times afterwards until Joey started to calm down.

"Are you alright?" Seto asked him quietly

Joey smiled up at him," ya i think i'll be alright"

"Good." Seto said .

they laid there for severl minutes just kissing. Joey knew that Seto probably wanted him to give him a hand as well. He was nervous, thought he knew he shouldnt be since it wasnt much different than giving himself a hand. JOey moved his hand to Seto's belt but Seto pushed his hand away. JOey looked up at him confused.

"Hold on a second. Let's switch positions.

So they arranged themself so that Seto was now laying on his back and Joey was beside him. Then Seto moved his arm so that it was under and around Joey. Joey moved his hand back to Seto's pants. they were hard to undo since he was shaking slightly, he hoped Seto didnt noticed. Seto pretended he didnt.

Joey began to pump Seto just as Seto had done to him. Seto wasnt as loud as Joey had been but he closed his eyes and rested his head agaisnt the couch. HIs one hand lightly storked Joey's back. After a few minutes, Joey asked "is it ok?"

Seto opened his eyes briefly and nodded, "mmmmm.........yeah"

Joey leaned down so that his head was resting on Seto's shoulder and started pumping a little faster and tightened his grip.

"hey Joey?" Seto moaned.

Joey broght his head up to look down at Seto " ya?"

Seto brought his head up to capture Joey's lips. He started to kiss him hard and fast. HIs tongue was wrestling with Joey's almost violently. Joey couldnt supress a moaned and a second later Seto came in his hand.

the two boys laid there for several minutes, curled up on the couch just relaxing and enjoying the moment. Suddenly, they heard the front door open.

"shit!" Seto whispered getting up and doing up his pants.

"what?" Joey asked startled.

"Mokuba's home early!" Seto whispered back throwing JOey his shirt.