A/N: And thus the second chapter arrives - and with a lot more smut too~

Enjoy~


Home

Chapter 2

The walk back to the dormitory was a quiet one, few out and about to see them return.

Still, UMP45 had the pride and sense to tidy her appearance up a little bit, wiping away her happy tears with his tie until there was no sign she'd been crying. That done she just enjoyed the ride, and considering the cold weather he took his jacket off and draped it over her bare shoulders; something that brought a cute blush to the T-Doll's cheeks.

Soon they returned to the dorms, the exit door clicking open as the Commander pushed it with his shoulder. UMP45 tucked her legs in close, humming lightly into his shoulder as he carried her bridal-style into the brightly-lit hallway, not a soul to be seen. The anniversary party was still in full swing so he wasn't surprised about that, privately relishing the chance to spend some quiet time with his newfound lover. He was sure she did too.

''Mn...'' UMP45 shifted in his arms slightly, plucking her key card out from the cloth sash around her waist. ''Here, let me...''

Just as they neared the door UMP45 slipped the card through the adjacent slit, causing it to beep and slide open. The interior of 404's room revealed itself to him, the dark grey walls joined by a streak of yellow along the middle. Fluffy black carpet had been laid down with a mat near the door, alongside a new comfy couch in front of the TV. Four black beds lined the far right wall, pink pillows snugly positioned in the centre of UMP9's bed, as if still rebelling against the lack of a pink bed.

With a light smile he stepped inside, carrying UMP45 over to her bed. ''Here...''

The T-Doll smiled sultrily as he laid her down, her right hand snaking up and grasping his tie. She pulled him down atop her and both his hands reflexively landed on either side of her head, leaving him looming over her lithe frame – something that made UMP45's smile grow into a smirk, simmering lust in her eyes as she snaked her hand up his tie and to his cheek, pulling him in close.

Without a word their lips met in a slow, affectionate kiss. The slow smack of their lips rung throughout the otherwise empty bedroom, their lips meshing together as he eased himself onto the bed with her, his fingers finding her wrists and holding them down against the sheets. UMP45 shuddered as she found herself beneath him, the twitch to her lips betraying the aroused smile she was hiding.

''...Mm...'' UMP45 breathed as their lips separated. ''Commander... the others won't be back for a while...''

She batted her eyelashes, smirking naughtily at him. ''Let's not let the night end yet, understood~?''

In response he leaned down and kissed her again, melting her words down into a pleased moan. She ran her fingers through his hair and he traced her shoulders, his hands quickly sliding down under her arms and to her dress. UMP45 smirked slightly into the kiss and rubbed his crotch with her leg, her dress parting just enough so that she could rub him with her bare thigh. The slight pressure on his crotch elicited a rumbling groan from him, in turn eliciting a muted giggle from UMP45.

Her right hand left his chest and went down to his crotch, unzipping his pants in a single fluid motion – cooing when his cock sprung out and hit her hand. Despite the angle she curled her fingers around his dick as best she could, stroking him off as they made out; the lewd sensation of her tickling fingers making him kiss UMP45 even more passionately. The T-Doll moaned into his mouth, visibly shuddering when he boldly pulled down the front of her dress, exposing her small tits once more.

''M-Mm~'' UMP45 moaned as his hands cupped her small breasts, groping them as best he could – his fingers soon finding her perky nipples and pinching them, rolling them around in a fit of lust.

Not one to be left behind the T-Doll upped the ante, curling her legs around his waist – before with a grunt of effort UMP45 rolled them over so she was on top. The Commander blushed at the sudden position switch and UMP45 smirked down at him, adjusting her position so she was straddling him. His cock rubbed up against her inner-thigh and both of them shivered, the feeling of his cock being so close to her core turning both of them on.

In response he gave her nipples a light tug, the sensation eliciting a cute mewl from UMP45; her face flushed pink with arousal. Biting her lip the small-chested girl adjusted her hips, pulling her dress up so he could see her tug her underwear to the side, exposing her folds to his lustful gaze. Her hand slipped down and grasped his dick without missing a beat, pushing his girth up against her womanhood with thinly-veiled eagerness – and with a quiet moan UMP45 impaled herself down upon his cock.

''N-Nn...'' The Commander gritted his teeth – the velvety tightness of her insides taking his breath away.

UMP45 wasn't far off; her head tipping back with a moan. She tightened around him as she forced herself down his cock, her inner walls still tight despite their recent round of sex, but after a bit of wiggling her hips the T-Doll managed to take his entire length back inside her. The sensation of being filled up extracted a pleased sigh from the T-Doll, her half-lidded eyes glancing down at him as she panted, a smile slowly curling at her lips.

''Commander...'' UMP45 breathed his name, shivering – as if merely acknowledging what they were doing was a turn-on in and of itself.

Smiling breathlessly the Commander got comfortable back on the bed, both his hands coming to settle on her waist. UMP45 licked her dry lips once before she lifted her hips up, moaning as his cock slid out until only the tip was inside – before immediately plunging herself back down to the base. The T-Doll slapped a hand over her mouth to muffle her loud moan of pleasure, tightening like a wet vice around his dick as she rode him.

As UMP45 got more into it she picked up the pace, her pelvis beginning to slap against his as she bounced on his dick. Her dress slipped and soon pooled around her waist, exposing her flat stomach and small perky breasts, her tits jiggling ever-so-slightly as she worked her narrow hips – the arousing sight tempting him to snake his hands under her dress and reach around, groping her butt and bucking his hips up.

''Mn!'' The T-Doll bit her lip, shuddering. ''Yes, just like that...''

Grinning tightly the Commander bucked his hips up again, thrusting his wet shaft into her pussy. UMP45 moaned at the intrusion and pushed her hips down more vigorously, her breathing heavy and laboured as she tried to figure out what to do with her hands; alternating between laying them on his chest or her own thighs, bucking her hips back-and-forth and stirring his cock around her tight fleshy insides.

''Ah, haah...'' UMP45 finally laid her hands on his stomach, panting as she resumed bouncing on his dick. ''Kiss...''

The breathy word was more than enough to entice him to lean up, capturing UMP45's lips in a heated kiss. The petite girl moaned into his mouth and moved her hands onto his shoulder, bouncing on his cock faster and faster, her high ponytail whipping about behind her from her jerky motions. He groped her ass in response, groaning as he slid his hands around to her waist and helped her move her hips easier, her pussy dripping with their mixed fluids and allowing her to be as wild as she wanted.

Grunting the Commander broke off the kiss, keeping one hand on his lover's ass and laying the other on her upper back, pulling her into a loose embrace. UMP45 moaned at the change and gladly leaned against his shoulder, panting and gasping right into his ear as she impaled herself on his twitching cock, her wet sex squeezing him whenever the tip hit her deepest parts. He bucked his hips as best he could, groaning into her neck as pleasure pulsed up his cock, his overflowing lust tempting him to touch his lover all over.

''Mn...!'' UMP45 constricted his cock wonderfully as his hands explored her body, touching her everywhere from her back to her breasts to her ass, groping and feeling as he went. ''Yes, yes...''

The T-Doll shifted her hands to his face, pulling him into a deep, spontaneous kiss that left both of them groaning, his cock pulsating inside her weeping pussy. UMP45's hips trembled as she kept bouncing, her pelvis wetly smacking against his over and over again as she got close, her honey coating his shaft in a glistening sheen – until finally the building pressure inside UMP45 peaked, her inner walls clenching tightly around his throbbing shaft.

''Mmph~!'' UMP45 buckled, lips roughly meshing with his own as she orgasmed.

The Commander grunted, trying and failing to endure her dripping tightness – and with a groan he stopped resisting, fiery pleasure racing up his cock before he exploded inside her womanhood. Thick spurts of cum erupted inside UMP45 and nearly sent the petite girl into spasms, her moan evolving into a cry of bliss muffled by their meshing lips, her ungodly tight pussy milking as much cum from him as she could.

His hips buckled upwards and she rolled her hips, both unable to stop moving completely. Their lips broke apart with a gasp and UMP45 shuddered, moaning under her breath before she lifted herself up – her thighs trembling beneath her weight as she forced herself to recover from her climax, panting heavily. Mixed fluids leaked from her smooth folds, the sight fuelling the simmer passion bubbling inside him.

''Haah, Mn...'' UMP45 licked her dry lips, panting. ''Again...''

He rubbed her hips. ''You'll get addicted to sex at this rate, 45.''

The 404 leader smirked breathlessly at his tease. ''Maybe I will...''

She reached down, flicking the tip of his dick with her finger. ''...so you better do your best to make me feel good, okay?''

A warm blush flooded his cheeks, eliciting a pretty giggle from UMP45 before she twisted away from him, shifting a little further down the bed. One hand came to rest on the edge of the metal bed-frame while the other reached behind herself, pulling the back of her dress up to reveal her perky ass and dripping pussy, her smile becoming distinctly sultry and inviting.

''Wanna go again~?''

The Commander responded by getting behind his smirking lover, cock in hand as he lined himself up with her wet slit – and swiftly pushed back inside. With how wet she was he easily buried his entire length inside on the very first thrust, the deep penetration eliciting a hot moan from UMP45 as he filled her pussy up. The erotic sound sent shivers running up his spine, both his hands landing on her smooth hips and pushing her dress up a little more, giving him a good look at her perky butt as he began to move.

Hot moans fled UMP45's lips, the normally-prideful T-Doll showing no shame in vocalising her pleasure. That wasn't to say she was submissive however; a grunt escaping him as she pushed her ass back towards him, allowing him to hit her deepest parts unexpectedly and shoot bursts of pleasure through the both of them, their mutual moans fluttering through the air. In response he gripped her waist tighter and bucked his own hips forth faster, sliding his cock into her tight wet sex with simmering passion.

''Ah, ah, ah~'' UMP45 gripped at the bed-frame with both hands, hanging her head forth. ''Scheiße, Kommandant...''

A tight smirk crossed the Commander's face and he settled into a smooth rhythm, his pelvis smacking her perky ass each time he bottomed out inside his lover. Slowly his hands began to wander up from her hips to her sides, squeezing the sides of her belly as he pistoned his cock inside her faster – groaning under his breath from the wet friction, the feeling of her vice-like insides quickly eating into his stamina.

''H-Harder...'' UMP45 moaned softly, gripping the bed-frame tightly. ''I want... t-to feel you more...''

In response the Commander slowed down briefly, spooning UMP45 and kissing her cheek, tempting her to tilt her head back and kiss him over her shoulder. The kiss lasted only a few short seconds but conveyed the love between them, the brief burst of affection preluding his hips rearing back – before he began to pound into UMP45 with renewed vigour.

The T-Doll let out a high-pitched moan, buckling from the sudden roughness. His hands grabbed her arms and he pulled her torso backwards, pounding her tight sex with ravenous, frenzied thrusts – the tip of his dick hitting her good spots over and over again, shooting bursts of muscle-quivering pleasure through UMP45 relentlessly. She tightened and relaxed around his cock erratically but he didn't slow down, grunts fleeing his chest as he pounded her so wildly.

''Y-Yes, Mm... d-don't stop!'' UMP45 managed to gasp out, knees buckling.

The Commander grunted in agreement, holding her slim arms tightly and hammering her pussy with desperate, lust-addled thrusts – fully aware of the building pressure in his cock, multiple orgasms taking its toll on his stamina. UMP45 lolled her head over her shoulder and he met her halfway, groaning into the inevitable kiss and making out with her even as he pounded her wildly, her pussy milking his dick with tight, pleasurable squeezes.

UMP45 arched her back more and more, her shoulder blades becoming pronounced as he sheathed himself inside her womanhood with rapid-fire thrusts, hitting all her good spots over and over again – until finally the pleasure became too much for the formerly-virgin T-Doll.

''Mm!'' UMP45's stomach buckled forwards and her shoulders went slack, moaning hotly through pursed lips as she came on his cock.

The Commander grunted at the velvety tightness, lustfully pounding her slit even as she squirted around his dick, the heat in his shaft building and building – and with a groan he came, slamming inside her womanhood and pumping thick ropes of cum into her tight pussy, each jet of warmth making her shudder blissfully.

''A... Ahh...'' Slowly UMP45 relaxed, expelling a deep moan. ''Commander...''

Gently he released her arms and allowed her to lean forwards on the bed-frame for support, panting. He didn't bother pulling out, instead opting to spoon UMP45 and kiss her cheek, tempting the moaning girl to look at him over her shoulder and kiss him on the lips.

''Mm~'' UMP45's kissable lips curved up into a soft smirk. ''One more round?''

He tickled her stomach, eliciting a soft giggle from the T-Doll – murmuring into her neck as he did so. ''In the shower. At least then we can clean up before the others get back.''

''Hmhm, as you wish, Commander~''

Unbeknownst to the loving couple, the rest of 404 were already outside the door – said door ever-so-slightly ajar, allowing all three to stack atop each other and peer inside with red faces.

They remained stacked until the couple disappeared into the bathroom. Only then did they collapse into a heap, HK416's startled curses and G11's whines to get off her going unheeded by the couple.

X-x-X

Several weeks later the Commander once more found the time to head to the beach.

This time he was accompanied not only by 404, but also Kalina and the AR Team – mostly because Kalina herself wanted to come and they couldn't justify getting a second car just for her, so they ended up deciding to bring the AR Team along with them. All the girls had swimsuits and bikinis of their own, their happy chattering fluttering over the quiet beach.

The Commander stood leaning under the shade of an umbrella, smiling lightly as Kalina dragged a laughing UMP9 and half-awake G11 towards the ocean, all three in frilly bikinis. Despite his relationship with UMP45 he couldn't help but admire their lithe frames, and when he glanced over at M4A1 he found her and HK416 talking – their chests pressing together with how aggressively HK416 was snarking with her about making them lose their volleyball game. If the sight of their boobs pushing and bouncing together wasn't so hypnotic, he would've gone over there and broke up their little spat.

''Hm? Commander~?''

He chuckled sheepishly, glancing down at the lithe girl laying on a towel next to him – UMP45. ''Sorry.''

UMP45 huffed at him, wearing the same skin-tight dark green swimsuit as last time. ''I hope you aren't taking a liking to girls with cow-tits, Commander.''

In response he smiled, sitting down next to her and kissing her cheek. ''I like yours best.''

The T-Doll flushed, a pleased smirk on her lips. ''Good.''

With a twinkle in her eyes UMP45 reached over and stroked his crotch, his swimming trunks failing to stifle the feeling of her wandering hand. He shuddered and looked around but everyone else was too occupied to notice – though if the two of them decided to get frisky right then and there, then everyone would notice. And while their relationship wasn't exactly secret per se, neither of them wanted to be that bold. Though the idea of sex on the beach ignited a certain arousal inside him.

Something that UMP45 was quick to feel, her cheeks tinting pink as his cock swelled beneath his swimming trunks. Her smirk turned distinctly inviting and she brought a finger to her lips, shushing him before she rose to her feet, casually wandering away. After a second he hastily followed, the two of them strolling down the length of the beach, the voices of the others becoming faint as the distance grew.

Soon they reached the end of the beach, locating a small cluster of sea-worn rocks. UMP45 looked back at him and smirked, taking his hand in hers and pulling him between several rocks. It was like a small maze, forcing them to side-step to get between the gaps – but soon the T-Doll pulled him into a little gap between the rocks, barely big enough for three people to stand side-by-side. However, it was big enough for them.

''This should be fine.'' UMP45 smirked up at him, easing herself down onto her knees.

The Commander shuddered with arousal and leaned up against one of the rocks, attention fully focused on his lover as UMP45 pulled his swimming trunks down. His cock sprung out and she cooed, lifting one finger and playfully flicking the tip, giggling when it twitched from her teasing touch. She leaned in and gave it a kiss instead, her tongue soon slipping out and swirling around the tip as she shifted her fingers around his swelling dick.

Her tongue slipped back into her mouth, and UMP45 gently gripped his cock. He groaned softly at the sensation, his pleasure only growing as his lover began to jack him off, her fingers easily sliding over his shaft with increasing speed – soon settling into a steady, pleasurable rhythm. The two of them had had plenty of sex since their first time and it easily showed with how fluidly she moved her hand, groans rumbling from his throat as she pressed her thumb against the tip and teasingly rubbed it.

''Mn...'' He laid one hand on her head, pushing some of her hair out of her face.

UMP45 smirked invitingly up at him, leaning in and kissing his balls. She teased them for a second while she jerked him off, kissing and sucking, before she sensually worked her way up his shaft with a string of wet kisses, adjusting her grip so she could keep smooching his cock. Soon she reached the tip and slipped her tongue out once more, lapping at it and wetting the tip with her saliva.

''Mm~'' With a low, smug hum UMP45 took him into her mouth – easing her head down his cock.

The Commander groaned deeply, gently gripping her hair and enduring the wet warmth engulfing his cock. UMP45 took it slow, making him wait for each inch to disappear between her pink lips, her tongue stroking the underside of his cock the whole time. The gentle sucking fuelled the throbbing need in his dick, a breathless shudder rushing through his body as she teasingly played with his balls, jiggling them around with her hand.

''45...'' He breathed. ''Swimsuit...''

The breathily-spoken word was enough for UMP45. With amusement twinkling in her eyes she reached up to her shoulders and grasped the straps of her dark green swimsuit, and peeled them off her slim shoulders. Without the support her swimsuit slipped down and pooled around her stomach, exposing her small tits to his aroused eyes – made twice as erotic when half his cock was currently getting sucked off by her.

Hands now free UMP45 laid them on his hips, pushing her lips deeper down his cock until the tip hit the back of her throat – said tip soon sliding down her throat, eliciting a muted groan from the T-Doll. She deep-throated him without issue, her lips getting wet with saliva as she began to bob her head back-and-forth, each bob punctuated by a lewd slurp that sent shivers racing up his spine. The mere sight of UMP5 blowing him so confidently was a turn on in and of itself, his cock throbbing on her tongue as she slurped his dick.

''Ah, haah...'' He helped keep her hair out of her face, giving him a good view as she sucked him off.

UMP45 thanked him for that by bobbing her head faster, quickly picking up speed. Pleasure pulsed up and down his cock as her wet tongue curled around his throbbing shaft, the wet friction combined with the lewd suction rapidly eating into his stamina – prompting the Commander to tip his head back with a groan, his shaft throbbing in her mouth as he drew closer and closer to his limit.

''45... 45...!'' The Commander gritted out, a pleasurable burn racing up his cock. ''I-I'm about to...!''

Before he could finish UMP45 suddenly pulled her lips off his cock, grasping him with her hand instead and rapidly jerking him off. The wild pace made his hips buckle, warmth shooting up his cock – and with a gasp he came all over UMP45's face, thick ropes of cum splattering over her cheeks and lips, several spurts getting in her mouth while several others hit her forehead.

''Mm~'' UMP45 moaned approvingly, jacking him off until he had no more cum to give.

Only then did the T-Doll release his cock, a hot smirk on her lips. The Commander shuddered at her sexy expression and slid down the rock until he was sitting down against it, allowing UMP45 to climb onto his lap and straddle him, her position leaving her sitting just slightly taller than him. She helped him take his unbuttoned white shirt off and immediately used it to wipe her face clean, smugness still clear in her eyes as she wiped herself clean, leaving no trace of his orgasm.

Without missing a beat she dumped his shirt onto the sand and cupped his cheeks, pulling him into a heated kiss. He groaned into it and kissed her back, both his hands resting on her hips before sliding around and groping her shapely ass. What UMP45 lacked in the breast department she made up for it with her hips and ass, a fact he took great pleasure in reminding her of – squeezing and groping her curvy hips and soft butt, soon making the T-Doll moan.

''Keep it quiet, alright?'' UMP45 murmured to him, smirk turning softer but no less sexy. ''I don't want anyone interrupting.''

''Same to you.'' The Commander murmured, tugging the front of her swimsuit aside to reveal her pussy lips – arousal making them wet and shiny.

UMP45 chuckled under her breath, lining herself up – and with a pleased, shaky sigh she impaled herself down upon his erection. His shaft easily penetrated her folds and sunk inside, spreading her tight insides apart bit by bit. Their mutual arousal made the penetration nigh-painless, a lustful groan escaping UMP45's throat as she pushed herself deeper and deeper down, stuffing her womanhood until two-thirds were buried snugly inside her.

The T-Doll paused for only a few moments, panting and shuddering, before she laid her hands on his shoulders and began to bounce. A low moan escaped his throat as her velvety insides squeezed his dick all the way up, the tip nearly slipping out – before UMP45 plunged herself back down with a hot moan, his cock spearing deeper inside her womanhood. Even though they'd had sex plenty of times now he still couldn't get used to the heavenly feeling of being inside her, low groans fleeing his throat as she rode him.

''Mn, Nn...'' He gripped her hips, helping her move. ''Lean back a bit...''

With a shiver UM45 obeyed, tilting her torso back as far as comfortably possible. His hands immediately left her hips and went to her lower back, allowing him to dive down and take her right nipple into his mouth – sucking on the perky pink nub and rolling his tongue in circles around it. UMP45 buckled at the sensation, her sensitivity showing through as her face flushed red; a string of cute moans fleeing her lips as he sucked on her tit.

The added pleasure made the T-Doll work her hips faster, her breathing growing thick and laboured as she pushed and rolled her hips, his cock disappearing between her shiny folds repeatedly. In response he bucked his hips up lightly, groaning into her chest when she tightened like a wet vice around his intruding cock, the incredible sensation only encouraging him to buck his hips more – gently fucking her pussy as she impaled herself upon him.

''Ahh... 45...'' The Commander breathed against her small breast, shifting over and taking her other nipple into his mouth.

UMP45 moaned, both her hands clutching onto his head and tangling her slim fingers into his hair, gripping it for support. Wet noises reached his ears as UMP45 bounced on his twitching cock faster, her cute gasps fluttering past his ears as she got into it, her movements becoming jerky and passionate. The erotic sensation made him grab her hips and help her move, moaning against her boobs as she impaled herself on his burning cock.

Clumsily the T-Doll reached down and grabbed his cheeks, yanking him into a messy, passionate kiss. The Commander groaned and replied by bucking his hips more roughly, spearing his girth up into her tight pussy and hitting her deepest parts, only making UMP45 gasp louder – clutching onto him for dear life as she neared her limit, tempting her to work her nice hips faster, her honey dribbling down his girth.

''Commander, Commander...!'' She gasped out, nails digging into his scalp as she pulled him close. ''I- Mm!''

With a muffled mewl UMP45 climaxed, tightening up and going stiff in his lap. Honey squirted out around his cock, the ungodly tightness of her insides immediately pushing the Commander to climax – groaning deeply into her neck as he unloaded his balls inside her, thick spurts of cum painting her insides white.

''M-Mm...'' UMP45 bit her lip and rolled her hips, coaxing out every last spurt of cum. ''Ahh...''

Her fingers loosened, allowing him to shift out of her neck and claim her lips in a kiss – and UMP45 moaned as he pushed her down onto the sand, his cock still buried inside her dripping sex, and allowing him to pound her without missing a beat.

HK416 would later discover them, and chew them out for being 'hedonistic perverts'.

X-x-X

''Mm...''

It was night, nearly a week having passed since the beach trip. The Commander found himself in the 404 dorm, sharing a bed with UMP45 – the other members of the squad already fast asleep in their own beds, the lights off and leaving the room pitch-black. In the weeks since he and UMP45 had been dating he had slept in their dorm more and more often, spending time with the three other girls he had come to see as sisters.

Of course, despite the late time neither he nor UMP45 were asleep. Mostly because she had been on a mission all day and the day before, leaving their time together sorely overdue.

The Commander shifted beneath the covers, smiling as he snaked his arms around UMP45's stomach. His girlfriend was wearing nothing but a black tank top and a pair of thin white panties, allowing him to feel the curve of her ass as he spooned her. The T-Doll in question also shifted, a familiar smirk curling at her lips as she looked over her shoulder at him, putting down the book she had been reading.

''They asleep now?'' UMP45 quietly inquired.

He nodded. His girlfriend smirked a little wider and flirtatiously pushed her ass back towards him, fully aware he was wearing nothing but a pair of boxers. The Commander shuddered at the lewd act and responded by pushing himself against her rear more, slowly grinding on her butt and making UMP45 lick her lips, arousal simmering in her yellow eyes as she got turned on. He helped her with that, his left hand sliding over her hip and stroking her belly, soon tickling down towards her panties.

UMP45 bit her lip, exhaling a shaky breath. The sight brought a light smirk to his face too and he dipped his hand into her criminally-thin underwear, prodding her smooth pussy lips and making UM4P5 arch her back slightly, restraining her moans. He kept rolling his hips and soon just shoved his free hand down into his boxers, pushing them down to his thighs and allowing his erect cock to spring out, rubbing against her ass.

''Mm... you perv~'' UMP45 teased, mindfully whispering lest she wake the others.

The Commander replied by nipping at her earlobe, teasingly stroking her pussy lips. UMP45 shuddered and just kept pushing her ass back, playing the submissive role for once. He rubbed his fingers side-to-side and kissed her neck, smiling when she quivered and closed her thighs around his hand. In response he started rubbing slow circles on her folds, her skin soft beneath his fingertips and only adding to his arousal, his breathing growing heavy as he continued grinding on her ass.

UMP45 parted her lips, inevitably about to ask for more – so he went ahead and pushed three fingers inside her pussy. The T-Doll immediately shut her mouth and covered it with her hand, muffling her lustful moan. With a quiet chuckle he began thrusting his fingers into her, loving the sensation of her fleshy insides coiling and clenching around his intruding fingers, encouraging him to finger-fuck her at a steady pace.

''Mn... Mm...'' UMP45 couldn't quite hide her heavy gulps of air. ''Commander...''

The Commander kissed her cheek, slowing his fingers down before pulling them out completely. Unheeding of her lustful eyes the Commander shifted beneath the covers, slipping backwards until the covers crept over his shoulders – and with a smirk on his lips he shifted between her legs. Thinly-veiled excitement flashed across UMP45's cute face and she spread her legs apart beneath the covers, warmth tickling his face as he moved between her slim, bare legs and kissed her inner-thighs.

UMP45 bit her lip, moaning softly. However he didn't go for her pussy immediately, instead taking his time to kiss and nip at her thighs, his hands groping her fleshy legs teasingly. She reached one hand beneath the covers and tugged on his hair, silently begging for his tongue, but he denied it for the time being. He took his time to mark her thighs with a slew of little love-bites, working his way up towards her pelvis – and only then did he kiss her panty-clad pussy, his kiss gentle yet still making UMP45 shudder.

''Hmhm...'' The Commander chuckled softly, tugging the front of her underwear aside.

Her shiny pussy lips revealed themselves to him, and without missing a beat he dragged his tongue up her wet folds. UMP45 gasped and held onto his head with one hand, her other hand firmly clasped over her mouth to muffle her lewd noises – the bed covers coming up to her belly, hiding all that he was doing to her beneath the sheets. The thought added to his arousal and he tenderly pushed his tongue inside her sex, swirling it around her womanhood curiously and eliciting a slew of hot gasps from his petite lover.

Both his hands came to rest on her curvy hips, holding them as he tongue-fucked her pussy. He swirled it around her insides or wiggled it side-to-side, methodically eating her out until UMP45 was a panting, sweaty mess, her legs twitching on either side of his head as she resisted the reflexive urge to wriggle. He smirked at the thought and pulled his tongue out, replacing it with three fingers instead – pumping them into her pussy quickly as he licked her clit.

''M-Mm!'' UMP45 curled her toes, breath coming out in short gasps.

Just as suddenly as he put it in he pulled his fingers out, shoving his tongue back inside. He swirled it around her pussy for a few moments before switching back to his fingers; rapidly alternating between finger-fucking or tongue-fucking her – the constant changes quickly eating away at UMP45's stamina. Her stomach arched off the bed before flopping back down, she pulled and tugged on his hair, she gasped and moaned; she was a hot mess on the bed and he loved it.

An idea abruptly struck him and he greedily went with it, a naughty smirk curling at his lips. He pulled his fingers out of her dripping entrance and hastily pushed his boxers off his legs, kicking them off one ankle and allowing him to shift up between UMP45's legs, his erect cock in full view. Due to his position the bed sheets slipped down slightly but UMP45 grabbed them with her free hand, making sure they didn't slip too past her waist to provide them some modicum of privacy.

''Commander...'' UMP45 breathed, voice quiet and needy.

He smirked at that, grasping his dick and pushing it against her shiny pussy lips, putting just the tip in. A shudder ran through him and he rocked his hips quickly, fucking UMP45 with only the tip of his dick – yet just that was enough to make her grip tighten and a hot gasp to flee her lips, her palm muffling the sound. His hips worked quickly, pumping the tip into her glistening folds with bestial passion; before he suddenly pulled out and instead furiously rubbed her pussy with his fingers.

''Mn!'' UMP45's legs buckled, honey wetting his fingers.

The Commander didn't reply to her muffled moan, rubbing her off with quick, excited rubs – before removing his hand and easing his tip back inside her. The urge to bury his full length into her hot core was so very tempting but he held back, instead just bucking his hips and putting the tip in her repeatedly, the light penetration driving UMP45 crazy. She stopped covering her mouth and just grabbed the pillow behind her, expression bordering on ecstatic as he tenderly fucked her.

Then he pulled out, rubbing her off once more. Her expression twisted as she tried to hold back her climax, waiting for the tip – but that was made twice as hard when he found her clit and teasingly rubbed it. She bucked her hips up, gasping softly, but he didn't stop assaulting her sensitive clit with quick rubs. She bit her bottom lip so hard she nearly made it bleed, holding back-

-until he removed his fingers and pushed the tip back inside, immediately pushing her over the edge.

UMP45 didn't cry out or scream, she didn't squeal or moan. Instead she choked out a stilted gasp, buckling against the sheets and clinging onto the pillow behind her for dear life, hips spasming as she squirted around the tip of his dick. He shuddered at the erotic sensation, pulling out and instead rubbing her pussy, helping prolong her orgasm for as long as he could.

Soon though her spasms ceased and her hips flopped back onto the sheets, her small breasts heaving with each gasping breath she took. The Commander shuddered at the arousing sight and slowly stroked himself off, privately loving the sight of his normally-composed girlfriend looking so flushed and vulnerable. It wasn't often she showed such a side, and he always adored seeing it – during sex or otherwise.

''45...'' The Commander breathed, rubbing the tip against her dripping sex.

UMP45 bit her lip, giving him a jerky nod – still busy gasping in air from her orgasm. He smiled at that and shifted between her legs properly, lining himself up before easing his cock inside her pussy. The tip became engulfed in her wet hotness, but this time he pushed in the rest of his cock; shuddering with arousal as his girth was squeezed her by tight pussy. He kept pushing inside until he felt the tip hit her deepest parts, and only then did he stop, panting for air.

''C-Commander...'' UMP45 breathed, snaking her arms around his shoulders.

The Commander smiled, pinning his hands to the pillow behind her and pushing his body flush against hers. UMP45 smirked softly up at him, expression quivering with ecstasy as he began to thrust – his cock spreading her sensitive insides apart with each slow thrust. He quickly picked up speed, plunging his cock into her dripping sex with thinly-veiled lust, her post-orgasm sensitivity only making her clench around his dick tighter.

No words were shared, only the sound of their gasps and muted grunts filling the bedroom. He was careful not to smack his pelvis against hers too much, only thrusting in half his cock with each thrust, his shaft twitching inside her velvety tightness. UMP45 writhed beneath him as he railed her, clawing at his back with her nails and undoubtedly leaving marks, but in that moment he didn't care how much she decided to scratch him; too busy pounding her hot pussy to care.

''Mn, Mm, ah...'' UMP45's lips trembled as she failed to contain her moans – holding him close. ''Faster. I'll keep quiet.''

Nodding the Commander bucked his hips more aggressively, shoving his cock into her tight hole with lustful abandon. His girlfriend gasped his name but kept her voice down as best she could, her inner walls wet as they clenched around his thrusting cock – the feeling of her velvety tunnel only making him thrust even wilder, grunting as he felt pleasure shoot up and down his cock. Grinding on her ass had gotten him turned on but it couldn't compare to the feeling of being balls-deep inside her, the sensation of her womanhood driving him crazy with lust.

UMP45 clearly felt the same; her teeth sinking into her bottom lip as she restrained her increasingly-loud gasps, each exhale punctuated by her shoulders tensing or her back arching, unable to stay still. The bed creaked and shifted but neither cared in that moment, too busy making love to mind. He doubted if the others woke up he'd even be able to stop thrusting, the mere thought adding to his bubbling lust.

''M-Mm... yes, yes...!'' UMP45 quietly gasped out, tucking her head into his neck. ''I-I'm nearly there...!''

Grunting an agreement he kept pounding her, his pelvis daringly slapping against hers as he pounded her. The bed covers helped muffle the sound but it sounded so loud in his ears when coupled with the feeling of her molten insides around his dick, his shaft easily sliding into her wetness. Her slim legs wrapped around his waist as he kept thrusting, silently asking him to cum inside and enticing him to keep up his rapid pace, his cock throbbing inside her tight hole as he neared his limit.

''Ah, hah...!'' UMP45 dug her nails into his shoulder blades, biting his shoulder. ''Commander... I... Mn!''

Suddenly she tightened sharply around his cock, constricting his length just as he bottomed out. The abrupt burst of pleasure made him gasp, buckling – and with a deep grunt the Commander bottomed out inside UMP45, blowing his thick load inside her and only enhancing her climax, her mouth hanging open as she spasmed and jerked beneath him, riding out her climax.

He rolled his hips a few times, grunting as he spurted rope after rope of cum inside his girlfriend, his thrusts soon coming to a stop. Rather than pull out he just laid there atop her, shifting his hands beneath her sweaty back and holding onto her, prompting UMP45 to do the same – both of them hugging in lieu of sharing a kiss.

''Mm...'' It took nearly a minute before UMP45 felt well enough to push him back a little, allowing her to kiss him. ''Commander...''

Their lips briefly separated. ''Shower? I'm too sweaty to sleep now...''

He smirked and nodded slightly, shuddering as he pulled out of her creampied pussy. He pushed the covers off their half-naked frames and stumbled up to his feet, soon snaking his arms under her knees and back, hefting her up in his arms. UMP45 blushed at the affectionate bridal carry and nuzzled his shoulder, getting herself comfortable with a content smile on her face.

''I love you, Commander.'' She murmured into his shoulder, at peace.

He kissed her forehead. ''Love you always, 45. Love you always.''

Soon the two disappeared into the bathroom to freshen up, and silence fell over the bedroom... until the covers shifted.

''Finally.'' HK416 grumbled. ''I though they were never going to stop fuckin' like rabbits.''

''I-It is a bit embarrassing...'' UMP9 admitted from the comfort of her own bed, blushing red. ''But... it's nice to see 45 so happy.''

''I suppose.'' HK416 huffed – her cheeks colouring red when she heard moaning from the bathroom. ''A-Are they really going to do it in there?!''

''Seems like it...''

A few seconds of silence; punctuated by the muffled moans from the bathroom.

HK416 soon twitched. ''Do those two idiots not know the bathroom isn't soundproofed?!''

UMP9 giggled softly. ''Do you wanna go tell them?''

''L-Like hell... let's just hope they finish soon, I won't be able to sleep otherwise!''

All throughout this, G11 remained mercifully asleep, drooling happily as she hugged a body-pillow of her rifle.

[END]