CHAPTER 2

DISCLAIMER: I OWN NOTHING OF YUGIOH.

Serenity was on her way towards her usual lunch spot after a particularly boring math class. She walked through the deserted halls at the other end of the school (the area farthest away from the cafeteria) her head buried in the latest mystery romance novel she had picked up from the library.

WHAM!

"Hey girl watch where your going," shouted a very angry senior.

"S-sorry," muttered Serenity quickly as she bent down to collect her book. As she reached for her book a foot slammed down on top of it narrowly missing her fingers.

"Girl you should show more respect," sneered the boy. Serenity just stared blankly at him.

"Hey I heard about her, she's the new girl, Wheeler I think. Looks easy," laughed one of the senior's friends. Serenity just looked up at them questioningly. She had never been very brave, she rarely ever spoke up and now all she could do was star blankly at the boys as they made lewd comments about her as if she wasn't even there.

"Please...can I have my books...I n-need to go," she said almost in a whisper. The boy moved his foot off her books letting her gather them. She stood up quickly and started to back away quickly keeping her head down. Her heart beat frantically in her chest, as she hopelessly wished her brother was there to protect her. The boys began to surround her forcing her to back herself into a row of lockers. The boys where still a good distance away but she was just too afraid to move.

WHAM!!!

A fist connected with the locker beside her left ear bringing her out of her semi-shocked state. She just stared down at her toes too afraid to look up.

"Leave now," snarled Kaiba. He locked his smoldering blue eyes onto the boy closest to him. If anyone had been around they would have seen the fear in all of the boys eyes as they took off in a full out run trying to get away from Kaiba as fast as they could.

"You should be more careful. And don't act so stupid," he growled. She just stared at the floor shocked as he removed his fist and turned to leave.

"W-wait can I walk with you," she sniffled on the verge of tears.

"Okay. But only if you don't cry," he stated as he walked down the hall with her tailing behind him. After a few minutes had passed he stopped suddenly causing Serenity to bump into him.

"I don't understand. Why couldn't you stand up to them, when you could stand up to me so easily?" he asked suddenly not turning around to face her. Backing away a step eyes fixed to the floor she answered,

"I was alone this time. A-and because I am afraid of them, I was never afraid of you."

Kaiba only grunted at her comment as he walked beside her down the hall towards their lunch spot. If anyone had asked him why he had bothered to help her he would honestly not be able to answer them. He couldn't describe the mixture of anger, and fear he felt when he saw those seniors picking on her. The only thought in his mind was to protect her. He shook the thought out of his head trying to focus on another thing that was bothering him. He couldn't figure out why she wasn't afraid of him.

They sat down at their usual spot, and ate their lunches quietly when Seto broke the silence suddenly.

"You should really learn some form of self-defense incase something like this happens again. Everyone should be able to protect themselves."

"Do you have any self defense training?" She asked as innocently as she could.

"Yes," he replied simply.

"Good. Then will you teach me?" asked Serenity brightly. At that comment Seto coughed as he tried to swallow what he had been drinking.

"What? Are you crazy? I didn't mean me teach you. Find someone else."

"But I don't want to find anyone else. I want you to teach me. Please," she begged crawling up to him.

"No," he said closing his eyes looking up unable to suppress a small smile. Daring to open his eyes he looked into her eyes. She was giving him her best begging look. It had won her many movie choices with Joey.

"If I do this. You owe me," he said firmly.

"Deal," she said hugging Seto without thinking. She pulled away smiling, not noticing what she had done or that Seto now had a semi red face.

LESSON ONE: Self-defense Serenity Style

"Ouch," moaned Serenity as she fell to the ground outside the Kaiba Mansion for what seemed like the hundredth time that day.

"My butt," she complained as she lay on her back. Seto sighed rubbing his temples asking himself why he had agreed to this. He had dubbed her the most horrible fighter he had ever seen. She hadn't been progressing at all in fact he thought she was progressively getting worse.

"The idea is to stay on your feet and block my attack," said Seto trying not to loose his patience.

"I tried that," she whined.

"Maybe we should try again tomorrow," he suggested not wanting to loose his temper.

"Agreed," said Serenity as she rubbed her sore butt.

LESSON 2: A Break Through...Sort Of...

"I did it! I did it! I did the kick and I didn't fall," shouted Serenity jumping up and down with excitement. She had just managed to do her first set of self defense moves without falling over. Kaiba just stood across from her; he couldn't believe she was celebrating over something like this.

In her excitement she unthinkingly wrapped her arms around Kaiba's waist hugging him. Kaiba was so shocked he couldn't keep the blush from creeping into his cheeks. He could feel her warm body pressed against his, making his heart race in his chest.

Breaking the hug suddenly Serenity continued her celebration not noticing Kaiba's rather red face.

"I will never understand girls," he thought rubbing his temples as Serenity let out another high pitched giggle.

LESSON 3: Hormones

"How is it that you keep doing the same things wrong over and over? Never mind don't answer that, just watch," said an exacerbated Seto as he went through the set of moves again. Finishing he looked up at Serenity who was staring at him blankly.

"Do...what...I...did," he said slowly. Serenity stuck her tongue out and attempted the set of moves Seto had just shown her, in the process proving she had indeed inherited the Wheeler sense of balance as she tripped over her own feet and fell into Kaiba. Catching him uncharacteristically flat footed they both tumbled to the ground with a thud. Serenity had been lucky enough to be the one who landed on top. Opening her eyes she looked into the eyes of a moaning Seto.

"Are you okay? Does it hurt anywhere?" asked Serenity with concern in her voice. She still had not moved from her position on top of him.

"Could you get off, you're heavy," he said with a smirk. Frowning she got off making sure to put her entire weight on him first. Standing up she crossed her arms and smiled.

"Maybe if you were a better teacher you would have not been caught off guard."

"I was not caught off guard, I was distracted by you," he stated without thinking before realizing what he had just said. He quickly covered for his error,

"And your clumsiness. Reminds me of someone I know," he added with a smirk mentally kicking himself for the slip. Growling under her breath she gave him a death glare, making him grin even more. Rolling his eyes Kaiba walked behind her and put his hands on her bare arms moving them into position.

"Here. Like this." Putting his hands on her waist he turned her a bit to the left. He was so close to her, she could smell him. He smelled so wonderful. She felt so warm and safe in his arms. She had a flashback to when she had woken up in his arms. She could still remember the feeling.

"So warm," she muttered.

"What did you say? Are you even listening?" Seto asked after he had heard her comment. He had turned her around so he could face her. She had a dreamy look on her face.

"If you're not going to listen and take this seriously then I shouldn't even bother with you," he said his hands still on her arms and their faces where inches apart, he could smell her perfume, honey and vanilla.

"So close," he thought. Their lips inched closer, and their hearts raced.

"Uh s-sorry," she stuttered shattering the silence and bringing Kaiba back to reality.

"Maybe we should continue practice some other time?" said Kaiba quickly.

"Agreed," said Serenity looking down at Kaiba's hands still wrapped around her arms.

"Oh uh, sorry. See you Tomorrow," he said pulling his hands away hastily and backing away.

THAT NIGHT

Seto sat at his computer screen he had been staring at the same line of words for the past half an hour. He couldn't seem to get his mind off what had happened with Serenity during their practice session. He couldn't seem to stop the physical reactions he kept having when she was around. A part of him didn't want it to stop. It had been the first time in his life he had felt so attracted to another person. He could feel parts of his control slipping all the time. Before he met her he would never had agreed to help anyone learn to defend themselves. He still couldn't figure out why he had agreed in the first place. But today had almost pushed him over the edge. The feeling of her in his arms was almost too much for him to bear.

He flashbacked to when he woke up with her in his arms. Instead of walking her up, ordering her to get off, and then calling security he had let her stay where she was and then he fell back to sleep. Somehow it had felt right to have her in his arms like that, like she was meant to be there with him.

"Fate."

"Now I'm starting to sound like Yugi, and Isis," he thought ruefully.

TGIF

Serenity stretched her arms into the air as she walked out the front doors of Domino high.

It was the end of that day and it was Friday. She ran through the things she had to do that weekend in her head.

"Go to Seto's for training now, and then nothing but relax for the rest of the weekend."

She walked over to Seto's car where she waited for him to arrive. Glancing up at darkening sky she wondered if it would rain.

LESSON 4: THUNDERSTORMS AND GHOSTS

"OUCH!" Exclaimed Serenity as she hit the ground butt first. They had been practicing for a half an hour so far and since that time it had become progressively darker. Serenity had just gotten back to her feet when she felt a rain drop hit her nose. Looking up she felt more rain drops hit her face.

Then it was if they were standing under a waterfall. The rain came down so hard so fast that they where both thoroughly drenched by the time they made it to the front door, which was only a few meters away. They dripped their way through the front door and into the foyer. A maid rushed up to them a look of worry crossing her face.

"Find her something to change into," was all Kaiba said was he made his way upstairs. Turning around he spoke to Serenity.

"Once you have changed. Third floor, forth door on the right, we will finish our session."

Blinking Serenity turned to a smiling maid.

"I'm sorry to be such a both-," sneezed Serenity.

"Come on lets get you out of those wet clothes. I have just the thing," said the smiling maid.

Fifteen minutes later a bare foot Serenity climbed the vast stair case to the third floor. She was dressed in a pair of light pink hospital pants and a white tank top the maid had lent her. Serenity was very glad the maid lived at the mansion, and was nice enough to lend her some clothes. She opened the door to reveal a very large room with nothing in it. The walls were light green and the room itself was bright, a contrast to the rest of the house.

"This room is bigger then my apartment," she thought. Scanning the room she spotted Seto standing near the window ledge on the far side of the room watching the rain.

Closing the door behind her Serenity walked towards Kaiba. He turned around to face her when the door clicked shut.

An hour later their lesson finished, Seto rubbing the bridge of his nose muttering under his breath and Serenity rubbing her butt glad that the room had been carpeted.

Seto glanced towards the window only to find it was still pouring.

"You had better stay here until it lets up a bit."

"Um yah sure. And can we get something to eat, I'm starving," said Serenity with a smile. Smirking Kaiba led the way to the large Kitchen where they met Mokuba.

"BIG BROTHER! SERENITY!" he shouted happily.

They all sat down to eat, Mokuba telling Seto and Serenity all about his day.

"Oh yah I almost forgot. They say there is a hurricane and flood warning. No one should go outside tonight cause of the danger and all," Mokuba stated between bites.

"Guess that means you'll be staying here with us tonight," said Mokuba happily. She looked at Seto, who was wearing an unreadable expression.

"Is that okay? I don't want to be a bother," she said softly.

"Don't be ridiculous Serenity. You can stay, right Seto?" said Mokuba almost jumping out of his seat.

"Yes, you can stay the night," he confirmed as he got up from the table.

"I have work to do," he stated before walking away.

"Don't worry he always does that. Big brother is a real work-a-holic. He really needs a vacation and a girlfriend," said Mokuba nonchalantly. Serenity blushed at the thought of being Seto's girlfriend. Quickly shaking the impossible thought from her head.

For the next two hours Serenity played video games with Mokuba while Seto typed vigorously at his laptop.

"I WIN," shouted Mokuba just as the lights flickered out, followed by a string of curses from Seto.

"Better get the flashlights," said Mokuba jumping off the couch and jogging out the room.

Serenity looked across the room at Seto who was now standing behind his desk. There was enough light to see him and everything in the room but everything was now obscured in shadows. She involuntarily shivered, and walked over to Kaiba.

BANG!!!

Lightening lit up the sky followed by the bang of thunder. Serenity shut her eyes tight and clenched his fists until her knuckles where white. Fear gripped at her. She was definitely not a fan of thunder and lightning.

BANG!!!

She almost screamed when the next set of thunder and lighting hit. Too afraid to move, to afraid to breath she searched frantically around the room with her eyes when she felt a hand on her shoulder. She tried to scream but nothing came out, so she just stood to terrified to turn around.

"Serenity are you okay," came Seto's calm voice from behind. Turning around tears spilling from her eyes she faced Seto.

BANG!!!

She yelped and wrapped her arms around his waist, shaking, burying her face into his chest. She began sobbing in fright when she felt his arms wrap around her and hold her tightly. He just held her tightly for a few minutes until he felt her stop shaking. He could smell honey and vanilla and he pulled her closer.

"Come on lets go find Mokuba," he said putting his hands on her shoulders. She looked up and smiled wiping the tears from her eyes.

Taking her hand in his he gently pulled her out of the room.

Three minutes later Seto walked calmly into the kitchen with Serenity quite firmly attached to his arm in a death grip. He was starting to wonder whether he would ever get the feeling back to his arm. Another flash of lightning and bang of thunder hit sending Serenity shaking into his arms once again. Her eyes were shut so tightly she hadn't noticed Mokuba shining a flashlight at her and Kaiba.

Grumbling he pulled her off and tried to pry her fingers off his arm. Opening her eyes slightly she looked into the partially shadowed grinning face of Mokuba. He was holding a flashlight out to Kaiba who snatched it from his outreached hand. Ignoring his older brothers death glares Mokuba decided to use this situation to his advantage.

"Well it's getting pretty late so we should try to get some sleep. It will pretty hard since this is such a big house and you know ghosts and everything like to visit on nights like this."

"But don't worry Serenity they shouldn't bother you too much," he added with a laugh.

Serenity's eyes went wide with horror while Seto just rolled his eyes.

"Please Mokuba who believes in ghosts. It's ridiculous."

Finally removing Serenity's fingers Seto walked quickly out of the Kitchen leaving Serenity shaking with fear.

"Come on Serenity, I'll take you to your room," said Mokuba taking her hand and practically dragging her out of the Kitchen and up the stairs.

On the way Mokuba talked unceasingly about video games, stopping only to point to a single room on the way.

"This is Seto's room."

He pulled her to the end of the hall, opened the door and pushed her inside handing her a large t-shirt. He closed the door behind her before she could say anything. There was one thing that scarred Serenity more then thunderstorms. Large scary mansions at night or more importantly, ghosts. Shivering she blindly felt her way to a large bed in the center of the room. She slipped off the clothes she had borrowed earlier from the maid and pulled on the t-shirt then climbed into bed and pulled the covers up to her chin. She lay there in silence trying to order her thoughts.

"What a day," she sighed taking a deep breath breathing in a familiar scent.

"Seto," she thought wearily. "This must be his shirt."

BANG!!!

Her thoughts were interrupted suddenly by a rather loud series of thunder and lightning. Pulling the covers closer to her she tried to block it out.

RAP RAP RAP

"Something is at the window," she thought frantically. Hiding under the covers she thought she heard a distant moan from somewhere above her. Then silence. Somehow she found the silence even more unbearable. Sliding out from under the covers she bolted from the room blindly. She ran down the hall directly into Seto's room panting. Tears streamed down her cheeks as she tried to fight back her fear. Closing the door behind her she made her way blindly to the side of his bed. His room was almost pitch black but there was still enough light to make out the sleeping silhouette of Seto Kaiba. Reaching out she nudged Seto tentatively on the shoulder.

"Seto," she whispered.

"Seto, please wake up," she said a bit louder.

"Mmmm," he grumbled opening his eyes.

"What are you doing here,' he commanded sitting up and rubbing the bridge of his nose.

"I-I was scarred," she whispered suddenly finding her bare feet very interesting.

"What do you want me to do about it," said Kaiba unable to keep the bitterness out of his voice. Silent tears fell as Serenity stood in front of Kaiba's angry gaze. She couldn't think of anything to say, she didn't know herself why she thought he could do anything.

She clenched her shaking hands into fists at her sides and prepared herself to leave.

He couldn't understand why she was standing in front of him. His gaze traveled over her. Her auburn hair had fallen in such a way to obscure her eyes. She was wearing a black t-shirt that was far too big for her. It was her hands that had given him pause. She was shaking, appearing very frightened.

Turning she walked back to the door just as thunder hit again. She couldn't help but let out a small yelp of fright.

"Wait... you can stay," said Kaiba impulsively, hesitating slightly silently cursing his brother for telling Serenity about ghosts in the mansion.

Turning around Serenity made her way back to the bed, back to Seto.

She slid silently under the covers and pulled them up to her chin feeling more at ease lying beside him, listening to him breath.

"Thank-you," she whispered wiping the tears from her eyes.

He couldn't understand why he had let her stay. He didn't know why she had such a big effect on him. He couldn't explain his urge to protect her or why listening to her sleep calmed him.

MIDNIGHT

Seto Kaiba's eyes shot open to reveal Serenity wedged up against him. She had a very content look on her face and she was talking in her sleep.

"Oh no, not dodge ball," she muttered.

"Big brother, ewww, don't eat that it's fuzzy!" Kaiba had to stifle a laugh at that comment.

"She must be dreaming," he thought just as a hand reached around him. He felt her fingers move up underneath his shirt and across his chest sending him shivers.

"So warm, so nice. Seto," she almost purred. He was too shocked to react as she moved on top of him, straddling him and brushing her lips against his. She moved her hand from under his shirt so that it could join the other one in his hair. Moving her head she kissed his neck before sliding down a bit and resting her head on his chest. Kaiba lay in shock over what had just transpired. His heart was beating wildly in his chest and his face was red with embarrassment. No one had ever made him feel like that. He wondered mildly whether he should wake her up when he was drawn out of his thoughts by her muttering.

"Please I'm sorry. Let me out. Let me out."

"Don't make me go. I want to stay with Joey."

"Don't hurt him anymore. I will be good. No that hurts," whispered Serenity still asleep.

So many thoughts race around in Seto's mind. He couldn't believe what he had just heard. He looked down at Serenity's sleeping form. She looked so peaceful. So innocent. He could imagine anyone wanting to hurt her. He thought about his own childhood. It was filled with pain, both physical and mental.

"I guess in that way we are the same," he said quietly unable to tear his eyes from her.

"I will protect you," he stated wrapping his arms around her.

He felt her relax into his embrace muttering softly into his ear before he fell asleep,

"Love as thou wilt..."

THE NEXT MORNING

Serenity opened her eyes slowly getting a strange sensation of de ja'vu. She was definitely not lying on the bed. Moving her head up she looked at the sleeping form of Seto Kaiba.

"Oh man he's going to freak out if he sees me like this," she thought mental kicking herself for being such a scardy cat in the first place.

"I will just pretend like this never happened and move off him without waking him up." Pulling her hands out of his hair slowly she started inching her way off him realizing his arms where wrapped tightly around her. She looked up again at his face noticing that he was smiling.

"You know you look good when you smile," said Serenity out loud before thinking.

"Glad you think so," he replied with a smirk.

"You're awake!" Screeched Serenity a few decibels too high.

"I'm so sorry, I didn't mean too, I forgot I move around when I sleep...," panicked Serenity.

"It's okay," he mumbled interrupting Serenity's frantic apology.

After a few moments of awkward silence Serenity couldn't take it anymore.

"Are you feeling okay?" This earned Serenity an annoyed glare and an equally annoyed comment.

"I should be asking you the same question. Not only do you move in your sleep but you also talk in your sleep."

"You would think you would get enough talking in while you're awake,' he added with a smirk.

"What did I say? Did I say anything embarrassing?" she asked shaking off the initial shock and the rude comment.

"Yes," said Kaiba playfully.

"Yes, what did I say?" asked Serenity moving up so she could look into his eyes.

"Your question shouldn't be, what did I say. It should be what did I do. If your going to worry about anything it should be that," said Kaiba closing his eyes pretending to go back to sleep his arms still wrapped around Serenity.

"What did I do?" echoed Serenity to herself.

"Well?" she asked Seto irritably trying to stop her face from turning red. When she received no response she attempted to sit up only to be pulled back down her lips inadvertently meeting Seto's in the action. She was about to pull away when she felt him kiss her. She liked the taste of his lips. She deepened the kiss allowing him access to her mouth their tongues intertwining with each other. His hands moved slowly down her spine giving her Goosebumps. Her hands reached into his hair and she moaned against him, his hands had found a sensitive spot on her lower back. She could feel her need rising in her coursing through her veins. She wanted him.

They broke apart after several minutes gasping for air. Seconds later he brought his lips to her neck leaving small marks on her milk white skin. She could feel his hot breath against her neck. His hands roamed under the shirt she wore tracing the top of her panties briefly before moving up her stomach to her supple breasts. She moaned again as his hands worked their magic, her need threatening her self control. He brought his lips to hers again, his tongue seeking access to her mouth.

He wanted her. He had never felt this kind of need before. This raw animal hunger. He broke the kiss and moved so he was on top. Looking briefly into each other eyes they saw a reflection of lust in each other. He kissed her with renewed passion his arousal becoming evident.

KNOCK KNOCK!

"Seto get up! It's already 9. Serenity's probably already downstairs eating," came Mokuba's voice on the other side of the door.

"I'm going to go look for her, hurry up,' he added before hurrying away.

Serenity and Seto just stared wide eyed at each other. Realizing Mokuba was going to look for her she pushed Seto off her suddenly and leapt off the bed.

"Oh no, Mokuba's looking for me," she said panicking running out of the room leaving Seto very confused.

"I will never understand women,' he muttered getting out of bed to take a very cold shower.

MONDAY AT SCHOOL

Serenity waited impatiently for lunch, she couldn't wait to see Seto. The events of Saturday were still vivid in her mind. She could still remember the way Seto's lips had felt against hers. Closing her eyes she could almost feel his warm breath on her neck as he kissed her softly. A blush crept into her cheeks as she remembered finding several marks on her neck when she returned home.

The bell rang loudly bringing Serenity out of her day dreams. She rushed out of the class room towards their tree to see him.

Serenity hurried down the hall past the cafeteria, if she hadn't been in school she would have run. Her heart was beating rapidly in her chest thoughts of Seto in her head; she could almost hear his voice.

"Wait!" he mind reeled.

"That is his voice."

Slowing her pace she crept down the hall following the sound of his voice.

"He sounds angry,' she guessed. Peaking around the wall she saw from behind him that his arms were folded and he was surrounded by six giggling girls.

"...I told you. Leave me alone," he spat venomously glaring at the girls. A few of the shyer ones backed away a bit and averted their eyes. The boldest girl narrowed her eyes and glared at him,

"Why not?"

"Because no one in this school is worth my time, least of all the stupid girls at Domino High. Don't presume that if I talk to you that means I like you. I am a multi billionaire, and you lower class people, you aren't worth my time, your beneath me," sneered Kaiba fixing his cold glare on the lead girl.

Tears formed in Serenity's eyes her head lowing in shame.

"How could I have thought..." she asked herself.

Turning around she ran as fast as she could down the halls and out of the building. She ran all the way home letting the tears consume her.

Seto walked calmly toward his lunch time spot. He still harboured mixed feelings towards Serenity. He had spent the better part of the weekend trying to figure out how he felt about Serenity. A part of him wanted to be with her. He craved her attentions even if he couldn't always admit it to himself. They certainly had a lot to talk about.

He sat down surprised to find Serenity hadn't arrived yet. She was usually there before him already halfway through her lunch.

He waited.

She never came.