"Roxas…" Axel barely breathed his name, but it was enough to seduce Roxas into oblivion. The redhead's arms snaked around his student's waist and pulled him close against his toned chest, and Roxas could feel the silent laughter that shook his body. "You've been bad."

"I have?" Roxas whispered, looking up at Axel with impossibly large, impossibly innocent eyes.

"Yes, you have. Your mother told me…" Axel leaned down and brushed his lips along Roxas's neck and collar bone, causing a light blush to rise on the pale skin. "Your mother told me that you haven't practiced any of your stretching that I've taught you. Is that true?"

"Um…I…" Roxas started, but soon found a long, slender finger pressed to his lips and Axel staring down at him patiently with his eyebrows raised.

"Don't make excuses."

Roxas's eyes remained wide and innocent for a few more moments before his entire expression took on a look of dark guilt and he cast his eyes away from Axel, nodding slowly. "Yeah, but--"

"Roxas, Roxas, Roxas…" Axel breathed, head falling forward as he shook it slowly. "I'm so disappointed in you…I trusted you. Why would you betray my trust like that?"

The blonde's lower lip began to tremble and he placed his hands on either side of Axel's face, forcing the dance teacher to look at him. "I'm sorry. I honestly didn't mean to! I just…I…" He paused and frantically searched Axel's eyes. "Are you very angry with me?"

"Oh Roxas…" Axel sighed and brought a hand up and cupped Roxas's cheek. "How could I be angry with you when you have such an adorable face?"

Roxas sighed a sigh of relief and pressed his body against Axel's, feeling the other's warmth through his clothes. He breathed in Axel's unique scent, rubbed his face against the soft fabric of his shirt (idly he wondered what kind of fabric softener he used and made a mental note to tell his mother to buy it) and touched his lips to the smooth skin of Axel's neck.

"However…" Axel muttered. "Just because I've forgiven you doesn't mean you get out of a punishment. You have to be punished, Roxas."

"…What? Why?" He looked back up at Axel and his lip started trembling again, tears forming in the corners of his eyes. "I thought you said you weren't mad at me! Why do I have to be punished if you're not mad at me?"

"Because you've been bad, my love." Axel answered simply. "When you're bad, you must suffer the consequences. That's the why it is, the way it was, and the way it always will be. Simple as that."

"But I didn't mean to!" Roxas cried. He slipped his arms around Axel's neck and stood up on his toes and buried his face against Axel's shoulder, shaking ever so slightly. "Please, Axel. I don't need to be punished. Honest."

"I'm sorry, pet." Axel whispered. He picked Roxas up and sat him back down on the countertop behind the two of them, pulling away a few inches so that he could once again cup Roxas's cheek. "But I'll make you a deal. I'll allow you to choose the method with which I punish you."

"How is that a good thing?" Roxas cried out again, and immediately Axel began hushing him gently and placing soft kisses on his forehead and nose and cheeks. Roxas's eyes closed slowly, and once he was relaxed Axel pulled away again.

"Well, suppose you would like to enjoy a more…" Axel pressed the palm of his hand flat against he inside of Roxas's thigh, which was met with a surprised gasp from the blonde. "Pleasurable form of punishment…understand?"

Roxas blinked at Axel innocently once more, and very slowly and dark red blush crept up on his face. "But Axel…" He murmured. "You know from previous 'events' that I'm not very masochistic…"

"Practice makes perfect, my love." Axel whispered in Roxas's ear, let his hand migrate up to underneath the blonde's shirt and tease his sensitive nipples gently, eliciting soft whimpers from the boy.

"Axel…s-stop…"

"You know you don't really want that, Roxas." Axel breathed, his voice already husky. It was so easy to pleasure this boy, and he made the most arousing sounds…

The blonde was panting heavily by the time Axel finally stopped and snaked his arms around Roxas's waist, letting his head fall equally as heavily on his lover's shoulder. "I still don't think that I deserve to be punished."

"Not even if I make sure you enjoy it?" Axel purred, his lips pressed against the shell of Roxas's ear. "Not even if I show you pleasure that you've never even conceived of?"

"Axel, stop." Roxas whispered. "You're going to make me--"

"I know, Roxas." Axel whispered, chuckling. "That's exactly what I want to do."

Roxas swallowed loudly and looked up at Axel as seriously as he could, which wasn't very given the fact that he was flustered and still panting slightly. "Why?"

"Because I'm punishing you." Axel answered as though it was the most obvious answer in the world, trailing his fingers along Roxas's spine. "I told you already, Roxas. You have to be punished. I'm going to try to make it pleasurable for you but…you're going to have to contribute a little, too."

"Axel, please don't--" Roxas was cut off when Axel roughly grabbed his sack, massaging him mercilessly and groaning as Roxas began to moan.

"Yes, Roxas…" Axel whispered huskily. "Yes…that's what I want to hear."

"S-stop…" Roxas choked, lurching forward and subconsciously thrusting his hips into Axel's hand. He couldn't help the moans that passed from his lips, nor the pleasure that raced through his veins at Axel's rough ministrations.

"I don't want to." Axel whispered harshly, giving Roxas one last hard squeeze before he latched his lips onto the teen's neck and began dragging his nails across the flawless, pale skin of his young lover's chest.

"Ah…! Axel, that hurts!" Roxas cried, grabbing Axel's shoulders and trying vainly to push him away. "Stop it!"

"Fine then." Axel growled, and impatiently stuffed his hands down Roxas's pants, raking his nails across his erection. "I'll show you something better."

Roxas lurched forward once more, moaning loudly. Now this…this he could find pleasure in. Axel dug the nail of his thumb into the sensitive head, which earned him a loud cry from the boy.

"Tell me what you want, Roxas." Axel huffed, his body rocking in time with Roxas's hips. "Tell me how you want to be punished."

"Take me." Roxas gasped, thrusting his cock into Axel's hand and moaning once he was satisfied. "I want you to fuck me as hard as you can."

"Oh, how I want to…" Axel gasped, chuckling breathily. He tore at Roxas's shorts and boxers and stuck his fingers in the blonde's mouth, his command simple: "Suck."

--

"I like, never have wet dreams though!" Roxas hissed into his phone, getting more and more frustrated. "I mean…never. This has never happened to me before with anyone. Not even him."

"Well God Roxas." Zexion said. In the background, the blonde could hear Lexaeus whispering dirty things and Zexion giggling like a little girl before the bluenette replied. "It sounds like you've got a serious problem here."

"No kidding, genius." Roxas sighed and raked a hand through his hair, closing his eyes. "And I have to deal with him tomorrow from three-thirty to six! I don't know how the hell I can survive that!"

"I don't know what to tell you, Rox." Zexion muttered. "I mean, any advice that I could offer probably wouldn't be very useful…"

"Well did you ever have…that kind of dream about Lexaeus?" Roxas asked, knowing full well that even if his friend had, it wouldn't matter now.

"Yeah, actually, I did."

"And what did you do about it?"

"I told him."

"And?"

"He slept with me."

"…Thanks for the help."

--

"Alright, Roxas. We're going to check you're form, alright?" Axel raised an eyebrow at his student who was currently hovering on the edge of the room, arms crossed, eyes downcast.

"Roxas?" No response. Axel sighed and walked over to the blonde, hooked a finger under his chin, and titled his head up. "Hey, are you okay?"

Roxas stared up into the deep, piercing green eyes that had become so familiar after his dream last night, nodding slowly. "Yeah, I'm fine. Why?"

"Because you're quiet and you haven't accused me of being a pervert once so far." Axel answered, his lips pressing into a firm line. "Unfortunately, that's rather uncharacteristic of you."

"Oh. Well…I'm fine. So what are we doing today?" Roxas stepped away from Axel and into the center of the room, turning to look at his teacher, arms hanging limply at his sides.

"I just told you, I'm going to check your form. Weren't you listening to me?" Axel narrowed his eyes and walked over, standing next to Roxas and placing a hand on his shoulder. "Are you sure you're okay?"

"I said I'm fine." Roxas answered, shrugging the hand off. "Can we just do this and get it over with? I'm sure it involves touching, which is probably why you're so eager to start…"

"Yeah, you're definitely okay." Axel muttered, frowning. "Now hold your arms up above your head. It doesn't matter if you just hold them there or make a circle with them like a pretty ballerina. Whatever makes you more gay."

Roxas's eyes grew wide and he glanced at Axel in shock, mouth forming a small 'o.' "Who told you…?"

"It means happy, Roxas. Goodness. Get your mind out of the gutter." Axel smirked as Roxas raised his arms above his head, expression one of utter defeat, and walked over so that he was standing behind the blonde. Their close proximity made Roxas terribly uncomfortable, and it didn't help that the heat radiating off of the older man's body was so terribly appealing.

"Okay, now…I have to ask this, alright? So don't be wise with me, because if you say no then I'll have to call your mother and get permission from her. Understand?"

Roxas nodded his head slowly and felt Axel move a little closer to him, their bodies almost touching, the redhead's hands already resting on his student's hips. "Is it okay if I touch you?"

Roxas swallowed and turned his head slowly, seeing Axel's face mere inches away from the shock of blonde hair on top of Roxas's head. "Touch me where?"

Axel chuckled and inclined his head, and Roxas half expected him to say, 'Where would you like me to touch you?' Instead, of course, he just answered, "Above the waist."

Roxas paused for a moment before he nodded his head, and almost immediately upon receiving a response Axel's hands traveled up from Roxas's hips, caressing his waist and his chest and his shoulders, neck, arms.

"Very nice, Roxas." He whispered. "You're spine in nice and straight. Have you been working on your posture?"

Slowly Roxas nodded again, and Axel's hands passed over his shoulders and down to his forearms. The redhead pushed Roxas's arms back to his sides, letting his hands linger there on the soft skin of his student a few moments longer than necessary before letting him go and stepping back.

"That's very good. I'm proud of you. Now…turn around, face me."

Roxas did as he was asked, folding his arms across his chest. He couldn't let himself ignore the way Axel's sensual touches had raised goose bumps on his skin, or the way Axel breath had sent small waves of excitement dancing down his spine.

"Axel, can I…can I ask you something?" He began. At first he wasn't sure if he thought the words or if they had actually passed his lips, but when his teacher turned to look at him, he knew that there was no turning back now.

"Yes?"

"Before you started teaching here…what did you do, exactly?"

Axel looked a little surprised, opening his mouth to speak before closing it, pausing, and opening again. "I danced professionally down in the Theater District. No acting or singing or anything…just ballets and little roles in operas and such."

"Did you…" Come on, Roxas. Just ask. You know you need to know, anyway. "Did you have someone?"

Axel smiled and crossed his arms, tilting his head to the side. "As in a significant other?"

Roxas nodded slowly, a blush slowly creeping up on his cheeks. He averted his gaze quickly, deciding that his feet were much more interesting than Axel's face at the moment. That, and they couldn't accuse him of anything.

"I did."

"And?"

Axel didn't say anything for a moment before he finally drew in a sharp sigh. "What if I mind you asking, Roxas?"

The blonde's head snapped up and immediately he was thinking about damage control. Of course, being caught up in his own little soap opera, it never occurred to him that this might be a sensitive memory of memories for Axel. "Oh my God. I'm so sorry. I didn't mean to--"

Axel raised a dismissive hand and quieted Roxas immediately, still smiling. "It's fine. I'm not bitter or anything like that. You just seemed so forward with your questions…"

He gave Roxas the softest gaze he could muster for a few moments, but when Roxas didn't say anything about his questions or his new curiosity as it regarded Axel's late love life, he answered the question. "And I left him after I was told I could no longer dance, because he decided that if I couldn't dance then he couldn't love me."

Roxas blinked. "What do you mean, after you couldn't dance?"

Axel sighed and glanced at the clock, noticing that they only had two hours left and trying to figure how long it would take to work on the one exercise he had found for Roxas that might help his ankle. Yeah…they were safe. A little more story telling couldn't hurt.

"A colleague of mine dropped me during one of our practices. I broke my hip, had to get surgery. My doctor told me that I would never be able to dance again, and my lover told me that our relationship would never be the same if I wasn't going to be the same." Axel shrugged. "Not really a big deal."

"But you can still dance…because you're teaching." Roxas muttered, his brows knitting together in confusion.

"That's why I started teaching." Axel smiled and walked over to Roxas, took his shoulder, and led him over to the balance beam. "I was told that I could never do what I loved again, and I proved the doctors wrong and I can do everything now that I could do before the surgery. So…it only makes sense that I should dedicate my life to helping people in similar situations prove their doctors wrong."

"Wow. How noble." Roxas muttered, bending over to touch his toes. He really could feel himself getting more flexible…and he could also feel the butterflies in his stomach as Axel stroked his spine in approval.

"Stand up, and no, it's not that noble. Believe me when I say that it sounds far more admirable than it actually is." Axel smiled at Roxas, who was definitely a good eight inches shorter than he was. "And to answer your unspoken question, yes, I'm single. I never called him back to tell him of my success or to brag about what he was missing out on. Last I heard, he was sleeping his way through the successful directors of my old favorite theater."

"I feel like I should say I'm sorry." Roxas said. Before the words were even out of his mouth, Axel was shaking his head.

"Don't be. Plus, it's not like you're going to take this information and try to better yourself as a person knowing it. I'm sure we both know how much this is going to come back and bite me in the ass in a few days." The redhead smiled and Roxas and patted him on the head, ruffling his hair. "Plus, this new, gentler side of you…I'm not sure I like it."

He chuckled at the pout that Roxas immediately pasted on his face and gently touched the back of his hand to the blonde's cheek. "You're a jerk."

"I know."

A/N: Woooow. This chapter was awesome! ;D I'm actually pretty happy with it. But there are a few things I want to tell you guise first:

1) In the beginning, that uke Roxas isn't how he's going to be when the actual lemon occurs. Believe me, he'll be much more...switch-like than that. xDD If he was that much of a uke, it totally wouldn't fit in with the story and people would flame me. D8 But anyway. Fair warning.

2) He and Axel are in fact in NYC. This is relevant now and later in the story. So...remember that. xDDD

3) The end of the chapter, 'You're a jerk.' 'I know.' is from a song that if you've heard of you're awesome. It's on MTV Hits all the time (which for me is channel 162). So...yeah. Google it if you're really curious. xDDD

So that's this chapter! I hope you guise liked it as much as I did. I think it's the longest chapter this story has seen so far...5 and a half pages! ;D Woo hoo!!!

~Sara