Author's Notes:

I don't own A Certain Scientific Railgun or any of its characters, no copyright is intended.

Italics - Means the person is thinking, just so you know.

Rating for chapter: M (for mature content)

Paring: Mikoto x Saten

Warning: This contains yuri (girl x girl) parings. Don't like, don't read simple, otherwise enjoy :D

WARNING: This contains lemon ;P

...

Saten's P.O.V:

I think something's bothering Misaka-san, she's been acting weird for a couple of days now. She's quieter than normal and seems quite distant most of the time, she doesn't talk to any of us very much and she also seems to have a bit more of a short fuse.

I mean it's true that it doesn't really take all that much for her to get mad or annoyed at someone, but lately all it takes is something simple like Shirai-san to hug or cling to her, and she will automatically shock her.

And it's not just a simple little shock to get Shirai to stop annoying her, she doesn't hold back, and so Shirai-san normally now ends up almost burnt if she annoys Misaka in any way. It just seems like for some strange reason she doesn't want to be touched by anyone.

If you sit or stand next to her, she'll move away from you. If you rest your hand on her shoulder and try to console her, she'll just brush it off and ignore you. If you hug her she'll allow you to do so, but she will turn away from you and her whole body will tense up until you let go. It's almost like she thinks that you're going to hurt her or something.

She's never normally like this, so what's going on with her? Is she sick and doesn't want to pass to onto any of us maybe? Although I don't see that being the case since she doesn't look un-well or anything like that. Maybe she's getting hurt by someone and is scared that we'll do the same to her if she lets us near her.

But that doesn't sound right either since Misaka is a high-ranking level 5 who would never let anyone push her around, plus I'm sure she would tell us or at least Shirai-san about it if things were becoming dangerous for her.

So what else could be causing her to act this way? I think I should find out just what is bothering her.

…...

Today isn't a school day but Shirai-san and Uiharu are busy with Judgement, and right now Misaka is at her dorm as far as I know, so I decided to go round there and see if I can talk to her for a bit.

Uiharu and I have been round to her and Shirai's dorm enough to know which one is theirs' now, there's just the fact that she may not answer the door when I knock on it, so that might be a problem.

I made my way to her dorm room and stood at her closed door just taking a minute to think about what I was going to say if she did let me in. I took a deep breath and knocked lightly on the door, wondering if I was even going to get an answer or not.

"Misaka are you in there? It's me Saten,"

I heard no movement from inside, and if she was in there she didn't reply to me.

"Listen, since Shirai and Uiharu are busy with Judgement and there's no school today, I figured that me and you could maybe hang out for a bit? We don't have to go anywhere, we can just stay here and talk if you like." I tried again, not really expecting to get any kind of response.

But as I sighed and thought of just leaving I could hear the slight creaks of a bed, and then light faint footsteps coming over to the door, before the handle turned and the door was opened slightly.

I smiled as Misaka now stood in the doorway, her eyes focused on the floor, "What do you want?"

She wasn't mad or annoyed, she just seemed like she had a few things on her mind, as her eyes kept looking everywhere except me, before they would return to stare at the floor again, it was almost as if it hurt her to look at me or something.

"Are you okay Misaka? You don't seem like yourself?" I raised an eyebrow to her.

"I'm fine, just a little tried," She now looked in my direction (but still not directly at me) and forced a smile, I could tell she was faking, she was most defiantly not fine.

"Are you sure there's not anything else that's bothering you? You've been acting weird for a couple of days now you know,"

"Have I?" she looked nervous, and her eyes kept darting from the floor to my direction like she had something to hide.

"Misaka, just tell me what's wrong,"

"Nothing's wrong, I told you I'm fine," her voice had a firm tone to it now, was she getting annoyed already?

"You don't sound it,"

She then went silent and turned away from me, it was obvious she just wanted to be by herself right now, but I really am starting to get worried about her now, I can't just leave her when she looks this depressed, and shaky.

"Can I come in?" I asked, hoping that maybe she would become more open if we were talking in private.

She didn't reply straight away instead she just stood there like I hadn't said anything at all.

"Sure…I guess," She answered after a few minutes, with a slight nod, before she stepped aside to let me walk into the dorm room, and shut the door behind me as I walked inside and thanked her.

I looked to her as she walked back over to her bed and sat down on it, she didn't seem all that much depressed anymore, now she just seemed disinterested, and maybe a little tired. She still wasn't looking at me as she sat with her legs dangling off of the bed, finding looking at them was much more entertaining than talking to me right now.

I sighed deeply as I sat beside her on her bed, and of course she moved away from me slightly, acting like she was scared to be near me or something, "Listen Misaka something is obviously bothering you, so just tell me what it is,"

I smiled to her, hoping she would tell me what has been going on with her lately, but all she did was glance to me, before turning away from me again.

"Nothing's bothering me alright?" she was now looking at me, but there was something behind her eyes that I didn't really see a lot of, she was mad, really mad, but why?

I folded my arms over my chest while I obviously didn't believe her for a single second.

"I told you, I'm fine okay?"

"Then why are you yelling?"

"I'm not yelling!" she wasn't exactly yelling, but her voice was raised and I could see her anger getting worse by the second. I was provoking her, but I wanted to see what she might let slip if I pushed her enough.

"Misaka just tell me what's wrong,"

"Fine, I'll tell you!" I couldn't really tell if she was going to actually tell me or not, but the answer was defiantly something I wouldn't have expected from her.

I shouldn't have provoked her, I knew it could only end badly if I did something like that, but I wanted to know what had been bothering Misaka so much, and if it really was something to worry about than maybe me and the other two could help her out.

However now I could easily guess what the reason behind all her weird and distant behaviour was about.

She was angry I could tell, I wasn't sure if she was going to punch me or just simply shock me, but as she moved closer to me I noticed that there was a deep blush covering her cheeks, before I suddenly felt her lips brush against mine.

I was surprised by her actions, but I didn't really have much time to react as a second later she pinned me down onto her bed harshly and deepened our kiss.

I closed my eyes and gasped slightly into the kiss as I could feel her hand lift up my shirt, and shivered at the feel of her hand slip around my exposed back and trail two fingers up my spine, before unclipping my bra and shocking my skin ever so slightly.

"M-Misaka?" I questioned as our lips parted, and she sat breathing heavily on top of me. At that moment a hundred questions ran through my mind, as I was trying to make sense of what had just happened, where did this all come from? Why did she just kiss me? Why did she unclip my bra? What is going on right now?

I looked upto Misaka and could see that she was still blushing deeply, while she was now looking away from me, and seemed like she was ashamed and regretted her actions, her hands were still under my shirt as I could still feel them running up and down my exposed spine, causing me to shiver every few seconds.

'Wait a minute, could she be…..' I think I had now figured it all out.

"I'm sorry," she whispered as she hung her head low, and I could feel her hands slowly leave my back, as she slipped them out from under my shirt and rested them back onto the bed, clenching the sheets in her fists.

I looked to her, seeing that she was truly sorry for what she just did to me, but I didn't blame her at all, truthfully I saw no problem in what she was doing right now, after all when she was looking down at me a minute ago after our kiss ended, I could see it in her eyes.

She wasn't upset or angry, she was just frustrated…Sexually frustrated.

I shrugged slightly and just sighed, "Just tell me what you want to do," I stated calmly, guessing that maybe she just wanted to let off some steam and get an escape by doing this to me somehow.

She looked back to me with a surprised look on her face, I'm guessing she was probably expecting me to push her off and call her 'disgusting' or something, but I didn't do anything like that, I just lay there feeling slightly anxious, but relaxed as I smiled to her.

"It's okay, I won't judge you,"

She didn't answer me for a little while, instead she just sat there blushing, until I heard her reply to me in a whispered tone, "I want to touch you…."

Her eyes were hidden behind her hair but she was looking at me, and I know knew why she was so distant to us all over these past couple of days, it's not that she didn't want to be touched, she was just scared to, in fear of her losing her self-control and ruining our close friendship.

"Go ahead,"

"What?"

"If you need to get rid of your frustrations and let go for a bit, I won't try and stop you," this was a new side to Misaka that I had never seen before, maybe I was the only one to ever find out about it, maybe even Shirai doesn't know about this to her, and that makes me want to see more of it.

"I'll let you do whatever you like, and don't worry this can just stay between us, okay?" I stated as I propped myself up and kissed her cheek lightly, while she looked to me with that same surprised look on her face, wondering if I really was going to just let her have her way with my body.

And I didn't really mind it, I mean who else would need to know about this, it could just be a secret between Misaka and me. Plus doing this would give me the chance to get rid of some of my own frustrations as well.

She slowly composed herself as she nodded to me and I she swallowed, before leaning down to me and kissing my neck lightly, while I let her pin me back down onto the bed again, and tilted my head slightly, giving her more of an easy access.

She was being extra careful to not leave any marks, as she left a long trail of light kisses leading from my neck and down to my collarbone. I allowed her to take off my shirt and remove my bra, before she hugged me and sighed deeply.

I smiled slightly as I just hugged her back and could feel her shaking against me a little.

"Are you sure about this, Saten?" She asked nervously.

I pulled away from her slightly as I looked to her and cupped her cheek, she was blushing again.

'She's cute,' I smiled and nodded to her, "I told you it's fine Misaka," I replied before I pressed my lips to her's and sighed happily when I felt her kiss me back, feeling her push her tongue in and deepen our kiss.

She was graving for someone's touch, and right now as I lay under her, while her lips were on mine and her hands were busy exploring my body, I couldn't deny it. I wanted her as well.

We didn't kiss for too much longer, as she quickly started to kiss my neck again, while I could feel my body heating up slightly when I felt her hands move to my trousers, and stop there. I guess she was feeling nervous again.

She seemed to get over it quicker than she did earlier however as she slowly removed my pants and rested her hand over my covered private parts.

I wouldn't say I was wet just yet, but I'd be lying to say that all this wasn't turning me on right now, I could tell that Misaka had never done something like this before, her movements were slow and it was easy to see that she still wasn't all that sure about all this.

Letting Misaka take the lead was interesting, but she was a little too slow for my terms, as I smiled and pushed against her chest slightly, telling her to stop for a minute.

Without objection she pulled away from me and looked nervous again, almost like she was scared I was going to turn on her and say that this was a mistake or something.

"What's wrong?" she asked.

"Nothing, I just think it's fair if both of us got undressed, don't you?" I stated as I rested my hands on Misaka's top and lifted it a little.

She looked to me for a second, looking surprised again, before she nodded slowly and let me take off her top and under-shirt, as I rested my hands on her small covered breasts and moaned a little when I felt her caress my covered entrance. She leaned down to me again as she showered my neck in light kisses and I could feel her stroking me more, causing the area between my thighs to become slightly moist with arousal.

Her breasts were much smaller than mine, but I found that it made her even cuter, I could hear slight, cute gasps escape her lips as I slipped my hands under her bra and massaged her small breasts.

"Ahh….Misaka," Holding my voice back wasn't an easy task for me as Misaka's touches were becoming more firm and soon I could feel her hand slip my fairly wet panties off. She was inexperienced and so was I, but God did this feel good.

I could feel my heart start to race as Misaka left my neck alone and descended down to my legs as she rested her hands on my thighs and I just smiled to the way she gazed at my most precious place.

"Be gentle alright?" I stated as I rested my hand on top of her head and stroked her short hair. She replied to me with a nod, as I clenched the bedsheets with my other hand, bracing myself for what was to come next.

For the next few minutes I could feel my breath hitch in my throat as I bit my bottom lip and could feel Misaka licking me down there. It felt good, almost too good, as I had to remember to keep my moans at bay, after all it wouldn't be good if one of the other girls in the dorm heard what we were doing right now.

I hadn't really dated anybody when I came to this City, I was too stuck on levelling up and trying to find out what my esper ability would be, I had never done anything like this before, and by my guess, Misaka hadn't either, but now that we had started this, I didn't want to stop, and I wanted to pleasure her as well.

"Hey, sit on top of me again,"

She stopped pleasuring me for a moment as she lifted her head and looked to me questionably, "Why?"

"Just do it," I smiled as I removed my hand from the top of her head, and she simply did as I told her.

"Now what?"

"Take off your skirt,"

She didn't object, she just simply did as she was told, and blushed slightly, when she noticed that I was watching her. She dropped her skirt to the floor as she looked back to me nervously. I raised an eyebrow to her as I saw that she was wearing shorts instead of panties, Shirai-san had said that she wore shorts under her skirt a lot of the time, I guess she was right.

"Take those shorts off as well," I smirked, and pointed to her shorts.

She just nodded as she removed her shorts and the panties that she had been wearing underneath them (which I noticed were actually quite soaked).

"Good girl," I smiled to her as I reached my hand up and patted her head, like she was a puppy. She just blushed and nuzzled into my touch more.

Her soaked sex was resting just above mine as I could feel just how excited she was down there, just how long had she been like this? Must have been hell trying to keep her self-control when she was this turned on, unless she only got like this because of what me and her have started.

She didn't make a move or anything and just stayed completely silent, I could tell she wanted to continue but either she was just nervous again and didn't want to, or if she really didn't know what to do next.

She was gazing into my eyes, before I moved slightly so that my slit caressed her's lightly, causing her to tremble and moan a little. From there I let her take the lead again, it took a few more movements from me, but she soon caught onto what I wanted her to do. She thrusted against me ever so slightly, making my whole body tense up as her body-heat matched with mine, and as she slowly started to thrust against me, her breaths started to turn into slow and heavy pants.

She was liking this, maybe even more than I was, but again she was a little too slow to be honest, so I simply took the upper-hand and thrusted against her, matching her movements at first, before advancing and overwhelming her.

"AHHH! S-S-Saten…..AHH!" her moans sounded so cute, as she rolled her hips against mine and reacted to every single thrust flinching and biting her lip, her eyes would shut tight and then open again, before she would cry out, and say my last name in a moaning tone.

"Saten…AHHHH!" I loved listening to that cute and lewd sounding voice of her's that I'm pretty sure no one else had ever heard before, but she was getting a little too loud.

"Misaka, you're being loud," I stated as I stopped for a minute and smiled to her.

She looked to me with a longing look in her eyes as she nodded and rolled her hips against mine again, practically begging me to continue. As I picked up the rhythm again she covered her mouth with her hand, muffling all her cute moans, making them sound even cuter, as all I could hear were her small whimpers of pleasure.

I could tell she was trying desperately to keep quiet as I advanced on her more and more, and before long she was actually biting her own hand to try and keep her voice at bay, I could tell she was close, and I was too.

We were both completely naked and both drenched in sweat from head to toe, she was just barely able to keep her screams quiet and I could hear my own slight moans of pleasure escape my lips every few moments.

I'm a level 0 with no esper ability at all, she's the famous third ranked level 5, the great ace of Tokiwadai, compared to her I was just some random girl who she was friends with, I wasn't her roommate, or her classmate, I was just a friend of her's, and yet here I was, doing something with her that only couples would ever do.

This started out as just a friend helping out the other, but in reality it's easy to see that's much more is going on here, friends don't do this kind of stuff, right?

"Hey Misaka…."

She looked to me still covering her mouth and blushing deeply, those pretty brown eyes of her's were filled with slight tears, and looked a little glazed over, and that beautiful body of her's was shaking slightly, she wanted to come.

"When you come, say my name, but not my last name okay…call me Ruiko, got it?" she nodded to me, and un-covered her lips.

"Only if you…call me Mikoto….."

I replied with a nod as I propped myself up and kissed her lips deeply, hearing her moan into my mouth. She broke the kiss as she clenched the bedsheets in her fists tightly, while I thrusted hard against her over and over again.

Her back arched, as she threw her head back and cried out, "R-RUIKO!..." hopefully no one heard her loud cry of release as she covered her lips again and rode out her orgasm, rolling her hips again mine.

Seeing Misaka come, pushed me over the edge as I could feel sheer pleasure wash over my entire body, and as I arched my back like Misaka, I noticed that I could feel slight shocks run through my body, it was electricity, Misaka…..no Mikoto was shocking me.

Whether it was intentional or not, it's didn't hurt like I expected it to, in fact it was actually quite stimulating, and brought me to an even higher peak of intense ecstasy, as the feeling of absolute bliss rippled through me, I had never felt anything like this in my life before.

Was this what it felt like to be shocked? I could tell she was holding back and clearly wasn't trying to hurt me here, is this why Shirai-san constantly assaults her, so she'll shock her like she was doing to me right now.

No, this was different she wasn't focusing her power on me at all, she was just simply letting the electricity flow out of her and into me, "M-Mikoto…" I moaned out as I sighed slightly and let my climax and her shocks overwhelm me.

She didn't calm down for a while, as she shocked me over and over again, until she finally relaxed and sat panting heavily on top of me. I felt like I couldn't breath as my heart pounded in my chest and my head was spinning.

After a few more minutes of riding out the last of my breath-taking orgasm, I collapsed onto the bed and breathed heavily, slowly starting to recover and come down from my high,

"…..My God…." I whispered out as I caught my breath and sighed deeply, running a hand through my long black hair, and noticing how my fringe was sticking to my sweat soaked forehead, while Mikoto squirmed against me a little, causing me to look to her questionably.

Her breath was coming out in heavy pants, her cheeks were a deep crimson red, her eyes were glazed over and watery, there were tears streaming down her face, and she was still shaking slightly.

"What's wrong?" I asked, she didn't seem upset, but I could tell there was something she wanted to say right now.

"R-R-Ruiko….I...I….."

"Hey, it's okay, why are you crying?" I quickly sat up and wrapped my arms around her shaking body, she sobbed into my shoulder and hugged me back, tightly clinging to me, not wanting to let me go.

"I'm not mad, you know?" I felt her nod against my shoulder slightly in reply.

"Then what's wrong, why'd you suddenly start crying like this?"

She didn't regret this, did she? I mean things did get awfully out of hand between us just now, after all we did just have sex.

It took her a few minutes to calm down and relax in my embrace, while her sobs disappeared and I heard her sigh deeply, while she buried her head into my chest and hold onto me tighter.

"Saten….we're…..we're still friends, right?" She whispered out nervously.

I sighed with a smile and hugged her tighter, "Of course we are Misaka,"

She pulled away from me a little as she sat slouched in my arms and looked down at her bedsheets. She really was worried about this wasn't she? She was scared that it would change us and ruin our friendship, and in-truth it just might of, but I wasn't going to let it.

Maybe if Misaka-san ended up doing this with Uiharu or Shirai, then it would've gone down differently, but that's not how things were going to happen with me,

"I told you, this can just stay between us, no one else has to know, just think of this as two close friends helping each other let off some steam, okay?"

I smiled to Misaka as she lifted her head and looked to me. She nodded slowly as I kissed away her tears and embraced her tightly again, feeling her rest her head against my chest and kiss my neck lightly.

I held her close to me as I stroked her short, tangled-up brown hair, combing my fingers through it, while we stayed siting like that for a while. I looked down to her and smiled as she sighed and smiled back up to me. At this moment it was kinda hard to believe that she was actually the older one, as the way she was acting right now was nothing short of adorable.

"You okay now, Misaka?"

She nodded in reply wiping her watery eyes and composing herself, before she sat up on her knees and wrapped her arms around my neck, hugging me tightly again, "Thank you…..Ruiko…." She whispered.

"You're welcome, Mikoto," I replied with a smile and hugged her back feeling our body-heat mix together while we stayed like that, wrapped in each other's arms and feeling completely at peace sitting in that warm embrace together.

….

Saten's P.O.V:

"So why do you wear those shorts under your skirt, Misaka?" I asked as I now was sitting relaxed on Misaka's bed, fully-clothed and feeling refreshed, from the shower I had just shared with the cute girl, who was busy getting her clothes back on, standing at the end of her bed slipping on her school skirt, while I was watching her happily.

"I wear them because it's easier to hide my underwear from other people, one of those people being Kuroko," she stated as she finished getting dressed and fixed a clip into her short brown hair, which was now back to being nice and neat.

"Yeah, I guess it wouldn't be all that fun flipping up your skirt when all that's under it is those shorts, unlike Uiharu," that reminded me that I hadn't done that today, since I hadn't seen Uiharu yet because she had been busy with Judgement all day, I wonder what kind she's wearing today.

"Okay, how do I look?" Misaka pulled me out of my thoughts as I brought my attention back to her and looked her over.

She looked how she always did, her short hair tidy and clipped up so that it wouldn't get in her eyes, regular Tokiwadai middle school Uniform and that posture that made her look like some street kid. However there was one significant difference about her appearance that I noticed right away. She was still blushing as I looked to her smiling slightly.

"You're really cute Misaka,"

Her blush deepened at that, as she glared to me a little, "Saten!"

"You look fine Misaka, besides no one's going to know what happened between us from just looking at your appearance," I replied with a reassuring smile to her, as I sat up and patted the bedsheets, signalling for her to sit down beside me.

"I hope so, I'd rather not have anyone find out about this,"

"Don't worry, if anyone does find out, we can just say we were 'experimenting', 'Testing the waters' as they say," I was joking really, but she was right in saying that it wouldn't be good if people (such as Uiharu and Shirai) found out about all this.

"Yeah, I'd dread to think of how Kuroko would react to hearing what that, 'Testing of the waters' involved," she sighed slightly, looking away from me, before she let herself collapse against me, as she cuddled up close to my chest and rested her head between my neck and shoulder.

"I just can't believe that we ended up doing something like that,"

"Yeah, me either," I sighed as I wrapped my arms around her and kissed the top of her head lightly. Her short brown hair smelled just like sweet apple juice, I'm guessing it was in her conditioner or something since it also made her hair feel super soft, as I combed the light-brown locks through my fingers, taking in her wonderful scent, and enjoying the sound of her calm breathing against me, while she relaxed in my embrace.

"You don't regret it though, right?" I really did wonder if she did or not, through the whole of it she was constantly nervous to keep going, and after everything she broke down into tears in fear of me hating her because of it.

"No…after all this was my first time, even if it was with a friend I would never regret it," she said that with a smile as she glanced to me, and I felt so glad to hear her say those words.

"Hey it was my first time as well you know?"

"Really? I could hardly tell by how much better you were at it than me, and I'm even older than you,"

"True, but I bet Shirai-san knows about even more than me, and you're older than her as well,"

"Don't remind me, I'd dread to think about how much she knows about the topic of sex,"

"You and me both Misaka," I chuckled slightly, now this felt like the Misaka everyone else knew, the one that would complain about her annoying roommate, and the strange tastes that she had. This wasn't the cute and nervous Misaka that I had brought out earlier, she was back to just being her regular self.

But it seemed like she didn't mind letting me see that vulnerable side to her, as a moment later she looked to me with that cute and nervous blushing expression, that made her look younger than what she actually was.

"What do you want?" I asked, guessing that she either wanted me to let her go, or just wanted me to hold her tighter.

"I-I want to….kiss you…." She whispered.

Hearing her say that to me was a little surprising, but I guessed it was just a 'spur of the moment' thing, since it seemed like the mood hadn't faded just yet. I smiled to her and nodded.

"Go ahead, I won't try and stop you," I replied, before she sat up on her knees and pressed her lips to mine, causing me to moan and melt into the kiss as she pushed her tongue into my mouth and linked her arms around my neck, pulling me closer to her as I kissed her back, and let my tongue join hers.

She wasn't all that experienced in kissing but…..Damn did this feel good, to have her lips on top of mine, hearing that cute voice let small gasps and moans escape, all the while our deep kiss grew more and more passionate.

I rested a hand over her small breast, realising that at this moment her heart was beating just as fast as mine was. I kissed her forehead lightly as our lips parted, while she sighed heavily and gazed into my eyes.

"You're quite the good kisser Misaka, I have to admit," I playfully joked as I kissed her cheek and nuzzled into her neck.

"You're not too bad yourself, Saten," she brushed me off as I let her wiggle out of my loose embrace as she smiled to me and stood up from her bed.

"So you want to go and grab some lunch? Kuroko and Uiharu should be done with their work soon," she asked me, back to being her regular self in a flash.

"Sure," I replied with a smile back to her, before I stood up from her bed and we both left her dorm-room together.

I bet no one would even believe that Misaka-san has that cute side to her, a glimpse of it does show when she's obsessing over childless things and then trying to cover it up, but I bet I'm the only one that's ever seen just how different that side of her can be, she almost gets as nervous as Uiharu (or maybe even more), it makes her look so adorable.

Something serious may have ended up happening between us, but that doesn't mean that anything has to change between us. I'm still me and she's still Misaka, I'm still a level 0, and she's still a level 5, nothing's changed.

We may have found an equal ground that shed light onto new sides to each other than we may not have known about before for a while there, but that doesn't matter right now, I mean after all, were still friends, right?