Little Warning here: This is the chapter that makes this story M-rated. A very mild M though, I might add. Also, its the second last chapter of this story and there will be no sequel.


"Thank you for bringing me home." Lilly repeated with a wavering voice.

"I just wanted to make sure you get home safely." Steve assured her. He kind of couldn't bring himself to speak the words 'good night' and leave.

They stared a moment at each others feet until Lilly startled them both. "Oh! Your jacket!" She reluctantly shrugged out of the heavy piece of leather and was immediately covered in goosebumps. She handed it over to Steve, who slipped it on, noticing the faint scent of lemon Lilly had left on it.

"Good night, Steve." She whispered. There, she had said it. For lack of alternatives she had said the dreadful words and now the evening was bound to end.

"Good night, Lillian." Steve replied in an almost sensual tone. But he did not turn to leave.

Was that her clue to go into her apartment? But she couldn't just let him stand there in the hallway. Gathering all her courage and convinced she would never see him again, Lilly took a step forward. She rose up on her tiptoes and feathered a kiss on Steve's cheek. Her eyes closed briefly at the contact of her lips on his shaven skin, placing only a peck there, before she lowered herself back onto her heels. That must have been the bravest thing she had ever dared to do. When she opened her eyes again to look at Steve, his eyes where gleaming. His steely blue gazed into her hazel brown ones for only a moment before lowering down a tiny bit. Oh god, was he looking at her lips? The jittery feeling in Lilly's stomach tripled at the thought and her eyes fell to his lips. They looked so soft and warm and close. Very close. Close enough to only lean forward a bit and …

Like a magnetic pull, they both drew closer to one another, Steve lowering his head and Lilly leaning hers back a bit. And then they kissed. Their lips resting on each others without moving, both too astounded by the reaction of the other. They parted mere inches, and then closed the distance again; slightly rubbing their lips against each others. It became a little game. If Lilly drew back, Steve closed the gap immediately and if he felt like propriety said enough, Lilly had a different opinion. The chill of the dimly lit hallway was forgotten as heat rose up in her body, chasing the goosebumps away. Lilly rose onto her tiptoes again and reached her hand around Steve's neck to draw herself up further. Steve in turn encircled her waist with his arms and improper as it might be, he pulled her closer to him, her body touching his lightly. He could feel her bosom pressing warm and soft against his chest and her lips eagerly moved against his, her teeth sometimes nibbling on his lower lip. There was an energy flowing between them he couldn't get enough of. So many sensations at once. The warmth that radiated off of her front and seeped through his shirt, the stroking her fingers were doing to the base of his skull where they wound into his hair, the soft grip she had with her other hand on his arm, the tickling of strands of her hair on his face and then her lips. Oh, her lips.

He lost it when a moist tongue tip darted out and grazed his lower lip, teasing him. All manners and decency forgotten, he opened his mouth and returned it with passion. Their heads angled to the side slightly and his own tongue seek out Lilly's, stroking it, exploring her mouth. She was tugging at his hair, tightening her grip on him and when a soft moan escaped her, the heated passion turned into frenzy. He pulled Lilly even closer, right off her heels, and she lost her balance. Her ankle gave way and she stumbled backwards. Steve followed suit, never losing contact to her lips. The unpleasant thud when Lilly's back met her apartment door was ignored by both. Steve braced himself with one arm against the door, pressing Lilly against it with his own body. Another moan wrangled free from her throat. Only when Steve felt Lilly's hands shift from his neck and arm to his chest, pressing lightly, he leaned back. Lilly was gasping for air, her face heated, wild strands of hair escaping her up-do. Her slightly parted lips were swollen and bright red from the exertion. Her eyes were big like saucers and staring up at him.

Coming somewhat to his senses, Steve didn't know what to do. He had practically assaulted her. He ... he had … she had given him a goodbye kiss and he had taken advantage and had grabbed her and forced … His train of thought was discontinued when he felt a tug forward. Lilly had grabbed the lapels of his shirt, intending to continue now that she had gathered enough oxygen into her system. Her current hormone high made her bold like this and maybe the last hints of whiskey in her veins were doing their part too.

The noise of a starting engine interrupted them moments later. The elevator moved into action and someone might come to this floor, finding them here in the hallway, entangled. Lilly read the concern in Steve's face and before he could decide to flee the scene and leave her standing here, heated up like this, she reached over to her keys, which were still in the lock. She turned them and the door gave way immediately. They both stumbled into her apartment as the 'DING' from the elevator sounded. Lilly pulled the bunch of keys from the lock and closed the door silently. When she turned back to Steve, who stood two feet away from her, he held an unreadable expression on his face. Lilly's confidence suddenly diminished noticeable. She didn't … she hadn't intended to lure Steve into her apartment and trap him here. She stepped away from the door hurriedly, giving him enough room to leave if he wanted. He looked at the door like he wanted to, or so she thought.

Steve's mouth opened and closed without uttering a sound, unsure of what to say. The shocked stare Lilly was directing at him made him uncomfortable. He didn't expect her to invite him in, to offer him anything more then a friendly good night. "I … I am sorry for ..." he began but stopped when Lilly's beautiful doe eyes grew bigger. The longer he drew out what he actually wanted to say the more the wet shine of tears in Lilly's eyes grew. "It will not happen again, that ..." he tried again but stopped when Lilly's lower lip began to tremble.

"You can leave if you want." she whispered in a wavering voice, not looking Steve in the eye.

"You want me to leave?" Why did it sound disappointed to his own ears?

"No!" came the reply before Lilly could stop her mouth. Her hands flew to cover it nonetheless, ashamed of her forward outburst.

Slowly it dawned on Steve that Lilly might have misinterpreted what he was trying to say. For lack of better words he stepped close to her again, putting his hands lightly on her arms and then slowly encircling her into an embrace. He could feel her trembling cease and the erratic breath to smooth out before a real sob could form on her lips. They were far too beautiful for sobs and words of sorry, he decided. And they were too precious to be worried by her teeth, as they currently were.

"I don't want to leave either." his warm baritone sounded before he lowered his head to her again to save her lips from further onslaught by her teeth.

Lilly became pliant, melting into him. Their kiss stayed far longer romantic and shy this time but eventually, their hands began to wander. Steve loosened the embrace and let his hands wander slowly over her waist down to her hips, were they seemed to burn through the soft fabric of Lilly's sun-dress. When they came apart for air, Lilly braced herself on Steve's broad shoulders.

"Let us sit." she pleaded.

Steve looked over her head around the tiny apartment. No couch. But before he could even consider the plastic kitchen chairs, Lilly led him towards her bed with weak knees. But when they reached it, she hesitated. A bed seemed to suggest so much more than kissing.

Steve however did not hesitate. He settled himself on the edge and, in the same motion, drew Lilly down with him. She landed in his lap bridal style, both feet dangling off the side, her arms around his neck. Looking at her feet, she began to giggle and wiggled her bare toes.

Steve was a bit confused at first but then caught on. "Cinderella lost her shoes again." he chuckled. Then his eyes went to her front door. The shoes were still on the hallway! They had not even noticed in their frenzy to get inside. He made a move to get up but Lilly would be damned if he was relocating her.

"Steve, no!" She cried exasperated and slapped his shoulder lightly.

A knowing grin spread across his face. She seemed eager to keep him here, in her bed. With renewed vigour, he dipped her back into his arm. The surprised shriek from Lilly was swallowed by another kiss.

"I could do this forever." he mumbled when they parted.

"Then do it." Lilly breathed.

While Steve's left arm supported Lilly's back, his right hand had been resting right above her knee. But now it started to wander down to stroke her lower leg and then up again over her knee and to her thigh, only this time it went beneath the dress. Lilly's breath hitched and her free hand fisted into Steve's shirt. When his fingertips started to slowly stroke over the lace of her panties, she could not contain herself anymore. She lifted herself up from her position to forced passivity to kneel beside Steve on the bed and pushed him backwards. In the blink of an eye she was straddling him and doing a little hands roaming of herself. His shirt didn't stay on much longer. Neither did her dress. They were rolling over and over, limbs tangling in the comforter, almost falling off the edge of the bed. It was the frenzy from earlier all over again. And then there was the ever growing need for more bare skin. Steve shrugged out of his khakis without breaking the kiss, while Lilly reached behind herself to undo her bra. Another toss-around and her panty was gone, as well as his boxer shorts.

"Steve." Lilly moaned as he writhed above her, pressing himself against her center.

"Steve." She repeated less sensual and more urgent. "Wait." Her hands were pushing against his chest.

Steve stilled. He couldn't bring himself to pull away though, not even enough to meet Lilly's eyes. His head sunk into the crook of her neck, willing himself to find the strength and comply to Lilly's wish. She was the strong one here, the responsible one. They had crossed the line together but she was the one to get them back on safe ground. He couldn't. Mentally he was cursing himself for his selfishness, for letting his instincts rule over his consciousness. He needed to reign himself in, for Lilly's sake. He needed to keep her save.

Steve braced himself on his arms and raised his head enough to look into her face; her beautifully flushed face, eyes shining, hair fanned out around her head like a halo. His movement and the friction it caused sent another shiver through her body. Her eyelids drooped half closed, her lips parting lightly to let out a sigh. All of Steve's doubts were forgotten instantly. She wanted this. She really did. But …

"We need protection." Lilly whispered.

Protection? Oh. OH. Protection. He hadn't thought about this. Not the fraction of a second had it crossed his mind.

"I … I do not … I … have no … " he stumbled over the words, eyes turned down guiltily. What a careless bastard he was.

Lilly's eyes turned sideways as she sheepishly announced. "I have." She nodded her head to her night stand. "Over there." Her hands pressed against his chest again and he finally got up and sat back on the bed. Lilly scrambled up and reached over to open the drawer. Oh god, he must think she took men to her bed every other week. She stored condoms in her night stand!

"I … they were a present." She explained embarrassed as she rummaged through the drawer. Great, and now he is wondering who the hell gives her condoms as a present. And indeed he was, if his raised eye brows were any indication.

"My dear co-workers gave them to me for my birthday." She remarked sarcastically. And she was glad that they were still attached to the birthday card as she brought them out. She held the card up to show him the picture of the kitty with boots and cowboy hat.

"They gave you this as a present? At work?" he asked incredulously.

"Yeah." Lilly confirmed. If he only knew 10 percent of what was going on in SHIELD offices, he would probably never set a foot into one for fear of his own well-being.

Lilly ripped the strip of tiny foil packages from the card and looked at them. Then her eyes went to Steve's face, his gaze was trained on the condoms in her hand. Her eyes roamed down his body to his lap. Wow. She hadn't seen him until now, only felt the warm and hard smoothness pressed against her, but this, uh … her eyes went back to the packed condoms to check the size. Not that she was competent to gauge the right size but he was more then her Ex. Definitely more. And her Ex had always complained about how regular condoms would squeeze him too much. He probably had been only boosting his ego, but still. The packages read 'large'. Lilly's eyes went back to Steve's lower half. Large indeed. She swallowed.

Steve hesitated to take the silver strip from Lilly's hands. She was still staring at him, hypnotized like a rabbit in front of the snake. Whoa, Steve, classy comparison.

The interruption had cooled him down to almost clear thinking. It was not too late to stop this, to preserve Lilly's integrity. Uhm, yeah, they sat naked on her bed, their knees touching. Way to preserve anything. His mind had focused enough for self-consciousness to kick in. Not that he wanted to cover himself. He had adapted to being the well-built man that Erskine had made him and they were clearly past modesty here. What made him hold back was his lack of experience. He was not totally lacking it though. Thanks to Stark and his scheming, he had found scantily clad women in his bed at the Tower more than once. And there had been one breakdown, or maybe two, where he was not strong enough to refuse the company. It hadn't solved his problems, hadn't helped a bit. And it was totally incomparable to this. To Lilly. To the tingling in his finger tips when he wanted to brush her hair back behind her ear under that willow tree at the party, to the halo of lemony scent around her, to the way his knees went all wobbly when her lips had brushed up against his, to the shiver that had travelled up and down his spine when her fingers crawled into his hair.

Lilly was pulled from her own trance when Steve twitched. Down there. He hadn't made a move yet, other than twitching. Why was he hesitant? The condoms had thrown him off track. Or was it her? It was his first complete view of her, naked. She self-consciously pressed her tights together to hide what was in between. He twitched again. Down there.

That was it. Lilly had enough. She wasn't bold, ever, but with him it was so … so … she couldn't contain herself. She robbed forward and closed the last distance between them. The condoms in one hand, she grabbed his neck with her other and pulled him forward, forcing her tongue into his mouth. He complied willingly. Her mouth started to move south then, along his jaw, over the column of his throat, past his heaving chest and his sculptured abs down to his lap. She crouched down low enough to touch her lips to his tip and got a sharp intake of breath as answer. Out of the corner of her eye she could see his fists curling into the comforter. She wet her lips with her tongue and then sensually laid them around him, moving slightly lower and then up again. Steve groaned. Her tongue swirled over the soft skin, her lips still tightly closed around the hard shaft. She was anything but an expert in this, without much practice, but she was someone who aimed to please. She had heard about … this kind of pleasuring … and in a phase of self-pity after her last relationship disaster, she had vowed to herself to make it better next time. And in a very dark night, hidden with her laptop under her blankets, she might or might not have done some internet research on this and watched one or two videos. Or maybe three. But for research only!

Steve seemed to appreciate the outcome of her research. A lot. His hands still clawed at the bed cover, his arms lightly trembling. Between his eyebrows, a small crease appeared from the tension and he bit his lip to tune down the groan that was about to escape his throat. Just when Lilly did this wicked twirl with her tongue again and he could feel a tightening in his groin, he laid a hand on her shoulder and slightly pushed her away, uttering a strangled "Lilly, wait ..."

When she sat up again and looked at him with her big hazel eyes as if to ask if she did something wrong, he could only draw her in and kiss those deep red and swollen lips. He was about to drag her onto his lap, when both of them remembered there was still something important missing. Once the protection was in place, there was no stopping them, though. Steve had turned to lean back against the head board and Lilly knelt over him, one leg on the left, one on the right side of him. Since they were still engrossed with kissing, they had only their hands to guide them. Lilly shifted above Steve's lap, slightly rubbing her moist centre along his length. When he finally grabbed himself to adjust the angle, Lilly moaned on the direct contact and the pleasant burning from being stretched. It took them a while to get adjusted to each other but the sweet anticipation until Lilly sank down on him completely was only increasing the pleasure.

Over the next hours, they discovered that Lilly was two inches too short to have Steve comfortably nibbling on her breasts while she was bouncing on top of him, that Steve was tall enough to kiss her and strong enough to keep his weight off her while being on top and that their favourite was with him on his side behind her and her back to him, engulfed by his arms and his teeth softly nibbling on her neck.