Eek, I'm sooo sorry I haven't updated recently. I wasn't feeling to good about my writing ability so I took a break. But I'm back now, so here's a lemon to make up for my lack of posting;) Enjoy!

Rain pounded down on the window of the train as it rolled down the tracks. Maka had her head up against the glass, fogging it with her warm breath. It was dull and gloomy outside, the trees seemed gray covered by thick fog as they whizzed by.

Soul sat in the corner, his head lying against his chest. He was snoring, grumbling occasionally in his sleep. Maka smiled at him, but it faded as she watched the landscape pass, taking them farther away from Death City, and closer to the witch that had scarred her insides. Mantis was last heard of harvesting souls in the north, and that's where they were headed.

There was a little stone of fear bubbling up in Maka's stomach. She wasn't used to feeling fear, but the thought of losing Soul or any of her friends scared her. Her and Soul had just found something great to share, and what if they lost it before they even had time to express it?

She glance over at her partner's sleeping form. After a small internal debate she made up her mind and walked over towards him. She sat down tentatively at his feet and gently prodded him. He grumbled but opened his eyes a slit and glanced over at her.

He was about to make a snarky comment but then he saw her face; wide eyes and a cute blush peppering her cheeks. He sat up and grabbed her hand, "What's wrong, Maka?" He asked.

"I… I've realized something," she said as she looked down at their hands intertwined together. She looked back up at him. "I love you Soul, more than anything in the world."

Her face shot up and watery emerald eyes looked straight into wide crimson ones. "I can't face this witch without showing you that," she whispered. Suddenly Soul's arms wrapped tight around the small of Maka's back.

"Show me then," he whispered huskily into her ear. His hot breath against the skin of her neck made her shiver and sink deeper into his grasp. He lifted her so she straddling his waist. Maka's pink lips grazed against his softly, and then she was kissing him roughly. Her tongue licked his bottom lip and he opened his mouth.

She attacked him fiercely, their tongues slipping over each other and her teeth clacked against his. He moaned into her mouth as she twisted on his lap, unintentionally grinding against his hardening member.

She did it again, and when she got the same reaction, she started to rub against him faster and harder. Heat had begun to pool in between her legs from the friction their clothes rubbing against each other.

"I won't be able to control myself if you do that anymore," Soul hissed into her hair. He was clutching her waist tightly, and when she disregarded his words and continued her work, he moved her hips himself, slamming her down and dragging her across his front.

"Soul," she groaned, and sat up on her knees so her small breasts were his face. He growled and unbuttoned her blouse, latching onto the skin above her bra, while he reached around her back to unhook it.

After a few failed attempts Soul, frustrated, ripped it from her body and flung it across the boxcar. He shoved her body down so he was leaning over her exposed chest. He grabbed her hands and pinned them above her head with one hand, while he pinched her hardening nipple with the other. He sucked on the other breast with his mouth, nipping her skin lightly.

She moaned at his sharp teeth grazing her exposed skin. He sucked roughly around her breasts, leaving small, purple marks along her heaving chest.

Maka pushed him up, ignoring his possessive growl and tried to lift his shirt over his head. Soul lifted his arms and his worn orange shirt was tumbling over his face and to the ground.

Maka bit his earlobe and licked the hollow of his neck, slowly making her way down his chest and stopping to nip lightly at his nipples. Soul whined as she made her way down to the fuzzy white hairs above his pant line. She could see the top of his favorite black boxers peaking over his low hanging pants.

Maka cursed herself as she fumbled with the button, hoping that Soul wouldn't get impatient but Soul was shell shocked, desperately trying to grasp the fact that his meister was unbuttoning his pants.

They slid easily off his slim hips, giving Maka a view of just how big Soul was, his member straining to free itself from the confines of his constricting shorts. She heard Soul hiss through his teeth as she tentatively reached out to touch him. She gently slid the boxers down his legs and his member popped free. She grasped him and was shocked to find his hot skin almost burning her fingers.

Soul moaned when Maka started sliding her hand up and down along his length. He grabbed her hand and showed her how to hold it, to press harder. Soon she was moving fast and Soul could barely contain his uncool shrieks.

He's so hot, she thought. She couldn't get his hot skin off of her mind, maybe this will cool him down. She took his tip into her mouth, and soon she was running her tongue up and down his hard, smooth skin. She cupped his balls, rolling them experimentally in her hand while jacking off the base of his dick with her hand.

When she wrapped her mouth around him, Soul couldn't help but buck into her mouth, and was surprised when she didn't gag. She grabbed his hands and placed them around her pigtails.

She must be a masochist, thought Soul as he began to push himself in and out of her hot mouth.

"Fuck, Maka!" Soul yelled, letting go of her head, but she continued to deep throat him. "Maka, stop… I'm… shit… I'm going to-" He didn't have time to pull out as his hot come washed down her throat.

Soul started to harden again as he realized that his lover had swallowed everything and was now licking her lips with a thoughtful look on her face.

Soul pushed her over again, and ran his hands up her smooth legs. She groaned under his touch. He kissed the inside of her knee, slowly trailing kisses up her legs. She gasped quietly as his hot breath reached the inside of her upper thigh. She wanted him so bad, but he stopped and hovered over her panty clad core.

"Soul," she moaned, "please."

"Please what," Soul said with a wicked grin.

"Touch me," she squeaked.

"Say, master, please touch me."

"Soul!"

"Do it, or I won't," he growled.

Maka squirmed under his piercing presence. "Please, master, please pleasure me," she said in a small whisper. That was enough for Soul and after a quick tearing sound, her panties and skirt were across the room and Soul's hot breath was washing over her glistening heat.

She moaned loudly when his tongue flitted across her lips, and tickled her clitoris. He began to suck, nipping softly at her clit. His fingers ventured up and dipped into her, pumping and curling inside her.

"Faster," she gasped, and Soul snorted around his meal, but his finger pumped into her. He added a second, making a scissoring motion inside of her, and she was writhing in his grasp. He could feel her muscles tightening and her moans were growing louder, signaling the coming climax. To finish with a bang he quickly added his two other fingers. He pumped deep, his long, pianist fingers reaching to stroke her g-spot, while his lips made a vacuum around her clit.

She came with a yell, which was silenced by Soul's wet lips. She tasted herself on him as her orgasm wracked her body. Her juices flowed over Soul's fingers and down his arm. She gasped and looked at his face. Red met green in a blaze, and Maka nodded.

He pushed into her and she tightened her arms around his neck. He waited for her to adjust and soon she was slowly bucking into him. He growled and pumped into her, growing harder with each movement. Her legs found their way around his waist and she hissed as he pounded into her.

"Too big," she moaned into Soul's ear, "you're too big!"

"Turn around," he ground out. He lifted her with surprising force, and soon her ass was in the air and her face pressed against the seat cushion. He entered her swiftly and pounded her harder.

She gasped at this new angle. He was sliding past her g-spot with every thrust, bringing her closer to her second orgasm with every movement.

"God Maka, you are so fucking tight," He could feel a coil in his stomach tighten, but he wanted her to come first. "Come for me," he hissed out, and pounded into her harder than before.

She cried out as it hit her with full power, this time was much more intense than the last. As her juices flowed over his pumping cock and muscle walls tightened impossibly over him, he came with a blasting force, emptying himself inside her.

They lied together in the now dark train car, a provided blanket thrown haphazardly over the two naked bodies.

"You won't lose me," Soul whispered to her sleeping form. "And I won't lose you, because I won't let some stupid witch ruin our love." He gently pet her ashy blonde hair as his eyes slipped shut. "It's time for me to have the courage for the both of us."

So that was my first lemon, what did you guys think? Thanks again for your patience and sorry if my lemon sucked. I'll try and update soon, thanks!

~D