A/N: Straight up smut (not necessarily explicit) MATURE. You've been warned.

"You comin' or what?" she asked pulling back the comforter. She dressed down to her t-shirt while he stood, wary about coming to bed.

"I'm not sure if I should," he said. He still remained in his dress clothes, looking upon her, hesitant to approach.

"Come on Castle, I told you I'm not upset anymore." She didn't look him, even as she climbed into the sheets. He knew she was keeping it inside.

Still reluctant, he inched over to his side and proceeded to dress down as well, careful as he got into bed. He tried to avoid it, let it rest under some sleep, but he couldn't go to sleep feeling this way. He turned around and propped himself up on his arm to look over at her. When she realized his focus she turned to face him as well.

"I'm not mad," she reassured again. "But you have to understand how crappy I feel about it, even for just tonight. I'll be okay. I just don't wanna think about it anymore."

He nodded, pondering the thought of what to do. "Can I make it up to you?"

She knew where his thoughts were going, but she wasn't sure anything he did could remedy her feelings right now. "What's your plan?" she asked, exhaustion visibly painted on her face.

"Count for me," he said. She fashioned a puzzled look. He smiled at her. "Count down from 100."

Eyes still glazed with confusion, she looked at him, slowly starting the countdown, unsure of what he was getting at. "Hundred…ninety-nine…"

And in that moment, the fight begun: between her stamina and his control.

He started at her neck, going for the base, alternating between light breathy kisses and punctures of passion, gaging her state by how easily she could count. His hands roamed over her, tracing her skin with a purpose, hovering over the nerves that made her shiver in delight. With each passing number, he gradually moved down her body, careful to pay attention to every spot.

"Eighty…seventy-nine…ugh, seventy-eight—"

Slow and steady he worked her up. She began to tremble under his lips, his mouth talking to her body in a language only they understood. Her limbs pulled against the bedspread, making wrinkles and creating heat, writhing in friction with the cotton and his skin as he continued his pursuit downward.

"Six…ty-four…six…sixty-three—oh…"

With every passing number the amount and length of her moans increased as the easiness to count decreased. From breathlessness to agony she waited, anticipating to reach zero. By the halfway point she was well polished, her skin slick and shiny with sweat, her hands eager to reach down for release, but he didn't allow her. He continued to ravage her, forcing out cries, begs for release, her body aflame as she struggled to countdown.

"Thirty-nine…thirty—oh God Rick—"

He'd reached her lips, but teased her still, evoking more distress in her voice, the last syllables raising up their tone as if they were separate questions. He too struggled to maintain his reserve, while taking in every sound that escaped from her. She edged him on, and while she sought for release at the end of their count, he sought to see her burst, erupting with pleasure…knowing he brought her there.

By twenty-five, she was past impatient. Her body was ready for him, and it demanded him, but he wouldn't give it to her just yet. He continued to kiss her, swallow her, reminding her how much he appreciated her and all her goodness. She held onto his head for dear life, fingers curled over it, gripped to his hair, uncertain of whether she could keep going.

"Fifteen…fourteen—ugh—thirteen…twelve…el…Rick…Rick baby…please…God baby please—"

He sped up as she struggled to reach ten, but when she did, he lurched back upward in one swift movement, taking her mouth while simultaneously sliding into her. She choked from his force and he felt it clear and crisp between his lips, now trying to silence her as he finished the countdown with slow strokes of his hips.

Ten…nine…eight…seven….six…five….

Four…

Three…

Two…

"Shit," they mouthed simultaneously over each other's lips. Her fingers dug in his skin as she clung her whole body onto him, preparing to reach the end. Reaching one, he sped up tremendously, and kept going for fifteen more seconds before they cried out together, convulsing into the other to finally finish it all. They held together as one for a few moments, sensitive to the aftershocks that struck inside them. He held himself up over her and brushed away her hair, revealing her changed face now plastered with relief and satisfaction. He couldn't help but let out a chuckle as he brushed her hair back.

"Still feeling crappy?" he asked.

"Heh…remind me again what I'm feeling crappy for?"