Note - I was going to keep this story at a descent PG-13 level, but since so many of you asked, I've changed the rating and given you want you wanted, because that's what I do. So in an effort to make my fans happy, ( you all are the reason I do this after all), here it is. For all of you that would rather it stay PG-13, skip chapters 8 and 9. They are not for children. Adult content ahead. I repeat - ADULT CONTENT AHEAD. you have been warned and I hope you all enjoy.

" Kat," His voice was nothing more than a whisper in the darkness as he pulled away from her lips and tried to untangle himself, at least a little from her arms. " Hang on."

She was arching into him, driving him crazy by pressing her breasts into his side as she continue to nip at the tender skin on his throat. Her lips brushed over the place she'd just bite and his breath caught in his chest.

"Wait." He whispered again, using every ounce of strength inside of him to push her away gently.

" I thought we were done talking." She nearly whined as she fought against his arms, trying to get close to him again.

" I need to tell you something first. It's important." He told her, shifting so that he was no long flush against her.

She took a deep breath and slid her hand from around his neck to his shoulder as she blinked at him in the near darkness. " Okay, what is it ?"

He expanded his lungs as far as he could, drawing in a fresh supply of cleansing oxygen and exhaling slowly. It was an attempt to steady his shaking hands and his racing heart. It didn't accomplish either.

Her hand moved again, cupping his cheek this time and he leaned his head into her touch, feeling a sudden surge of strength from the intimate gesture. " I've never done this before." He blurted out quickly before losing his nerve and his resolve to stay out of her arms.

" What ?" She chuckled quietly. " What are you talking about ?"

His shoulder shifted in an attempt at a shrug. " I've never done this before." He repeated, sounding a touch more confident this time. He knew his confession was bound to surprise her. It was the reaction after the surprise that had him worried.

Her eyes widened and she searched his face to try and gauge whether or not he was just playing with her. When all she found there was earnest honesty she pulled away slightly. " You've never had sex before ?"

" Not with a partner." He smiled, trying to lighten the mood.

" Seriously ?" she gaped.

He simply nodded in response.

" All the girls I've seen you with. When I first came to Padua, there was a new one every hour and you're telling me you never had sex with any of them ?"

" None of them seemed interesting enough to let things go that far." He tried to explain.

" Wow," She whispered quietly before opening and closing her mouth several times without actually saying a word.

" Does this mean we're stopping now ?" He asked as he tried to identify the expression on her face and came up lacking.

" Um," She paused and he didn't think he'd ever seen her so utterly speechless. " Do you want to stop now ?"

He reached up to touch her cheek this time and she leaned into his palm exactly as he'd done to her moments before.

" It's okay if you do. I understand. You're right this is important and it's not something you should take lightly." She told him finally. " Virginity is one of those things that doesn't have a return policy. Once it's gone, it's just gone. There are no 'do overs'."

He chuckled at her half-hearted joke. " I don't want to stop now. This is not something I take lightly. I've wanted you for so long I can barely remember a time when I didn't anymore." He confessed.

" Are you sure about this ? Really, really sure about this ?" She asked.

" I am. I didn't tell you because I wanted to stop. I told you because I wanted you to know." He told her truthfully.

" I'm just guessing this is not how you pictured your first time or where for that matter." She said with a touch unsureness to her voice.

He reached out and pulled her back into his body, wrapping his arms around her waist and burying his face into the warmth of her neck. " I don't care about the how or where. All I've ever cared about was who."

He heard her gasp as if his words had caused a physical reaction in her. " So you chose me to do this with ?" She asked into his shoulder. " You picked me out of all the girls in school and said yes, she's the one I want to lose my virginity to ?"

He thought at first she was mocking him and it stung a bit that she would be so callous with something as important as what they were discussing. But he pulled back and looked at her face and saw no glint of humor there, no sarcastic rolling of her eyes. In fact, if he didn't know her better, he could swear her eyes were glistening in the dim moonlight.

" I chose you, yes." He answered. " In all honesty, I chose you about two months after I met you. Right around the time I stopped try to avoid you because I was convinced you were out to kill me."

" The fire." She whispered as if to herself.

" That night on the roof of the school." He nodded in answer.

Her hand shifted on his shoulder and her fingers started to ease down his arm slowly. When she reached his wrist, they encircled it and she raised his hand to her mouth. After planting a soft kiss into his palm, she moved her lips to his wrist, then she let her mouth make the same trail her finger had in reverse. Once she reached his shoulder, she leaned up and let her mouth flow over his collarbone and her tongue dipped into the hollow at the base of his throat. His hand was splayed across the small of her back and his fingers twitched as they tried instinctively to pull into a fist over and over again. He closed his eyes and let himself sink into the feel of her lips on his skin, her fingernails raking over his flesh, her body pressed into him. He heard her move and suddenly she was more or less leaning over him in order to get to all of his body. Her mouth was still exploring every inch of him, sliding up the column of his throat, drifting along his jawline, easing over the tender spot right below his ear. He gasped and jerked as her teeth raked gently over his earlobe. He nearly cried out when her tongue followed the curves and folds of his ear. And he was visibly shaking when her tongue darted inside.

He started to move, wanting to pull her closer and shift their bodies so that he was in change instead, but she put her hand on his shoulder to still him.

" Don't move." She whispered and the sensation of her words blowing directly into his ear caused everything inside of him to tighten simultaneously. " Let me take care of everything."

She wanted to be in charge like she always did and for now he was happy to let her. He knew that taking the focus off of herself and putting it all on him was easier for her. He had no intention of letting things remain that way, but for the moment, he let it go and closed his eyes again, giving her her chance to do whatever she wanted to do to him.

It felt like time was moving in slow motion and hyper speed at the same time. Her movements were slow and methodical as she made sure not one part of his exposed skin was left without her touch. He shivered as her lips and tongue and teeth grazed over his flesh. He groaned as her fingers played over his muscles and her nails scrapped his body.

Everywhere she touched tingled and soon she had his entire body doing just that, tingling and shaking. Shaking so hard his teeth were almost chattering. His mouth was dry and tried to swallow several times to bring some moisture to it, but every time he tried, she would touch some new part of him, find some unexplored area and it would go completely dry again.

His hips jerked into the air when she found the hard pebble of his nipple and flicked her tongue over it. He hadn't even known how incredibly sensitive a man's nipple could be until she closed her mouth over his and began to suck with fervor. His hand moved to her hair and he tangled his fingers in it holding her in place as the groans fell from his lips. She had him writhing under her, everything she was doing to him was pure ecstasy. His mind was in sensory overload and he wasn't sure how much more he could take before he completely lost control.

Then her hand drifted down, across his peck, over his abs, pausing for a brief moment at his navel, which almost elicited a giggle from him this time, he had no idea he was ticklish. Then she stopped right above the waist band of his jeans and let her fingers trace its outline from one hip to the other, while her mouth still worked over his chest.

" You're sure ?" She asked, picking her head up long enough to see his answer. " Last chance to back out."

He raised up and looked down at her and even he could feel the intensity of his gaze on her. " I think that ship sailed a while back." He smiled tightly. " There is no way I'm backing out now."

She smiled back at him and held his eyes as her hand moved to the button on his jeans. She slid the rough material over the brass button slowly and he breathed out a sigh of relief as the binding at his waist was suddenly eased. Then she grasped the zipper and pulled it down with equal slowness. Her knuckles brushed over his hardness in the process and he hissed loudly and fought against the urge to throw his head back and close his eyes again.

It was too much, the look in her eyes, the feel of her hands, the exquisite weight of her body. He was quickly coming undone, entirely too quickly in fact. He wasn't sure how much more he could take. Her hand slid around his waist, coming to his hip where she paused long enough to lean up and kiss him. It was a soft kiss at first, a slow lingering kiss. He sighed into it. Then in a flash her tongue was pressing against his lips, begging him for entrance. Instead of granting it, he plunged his tongue between her lips and they battle for a long, drawn out moment.

She began to tug at his pants, tying to pull them from his waist and he raised his hips to assist her. Her mouth left his and she began to crawl down his body, pulling his jeans and boxers down his legs as she went. Once she eased them over his feet, she lost interest in them and they landed at the foot of her bed in a heap. Leaning back on her heel, she perched beside his knee and let her eyes rack over him with dangerously lowered lashes and a look of pure desire on her face.

He could feel the flush rising in his cheek as she continued to stare at him completely unabashed. "Kat," he groaned finally, taking her hand in his and grabbing the attention of her wandering eye.

" I'm sorry."She blushed. " I didn't mean to stare. You're just so....." She fought to find the right word. "Pretty." She finally settled on after a moment's struggle

He raised his eyebrow and gave her a lopsided grin. " Pretty ?"

" It was the best I could come up with on a moment's notice." She shrugged. " I wasn't expecting a vocabulary quiz."

He chuckled. " I'm okay with the staring. I know you're obsessed with me. But I wouldn't mind not being the only one so undressed." His hand came up and his finger traced over the bottom hem of her shirt.

Without a pause, without thinking even, she reached down and ripped the shirt over her head, sending it flying into the darkness of a far corner. " Better ?" She asked with a bright smile.

He intended to answer her. He even had a quick, retort planned for her next move. But he hadn't been anticipating that particular move and he was speechless as his eyes searched over every inch of her body. He caught sight of a shaking hand as it came up and brushed the air just over her breast and he realized it was his hand he was seeing.

Registering that he was about to embark on undiscovered territory, he glanced up at her face, trying to make sure she was alright with his touch before he actually made contact.

" For God's sake, Patrick." She moaned as his eyes found hers and her hand came around his and flattened it to her breast. " Touch me already."

He did as he was told, happy to comply. His palm formed around the swell of her breast and he marveled at how perfectly it fit there. The straining bud of her dusty pink nipple grazed his hand. He slid over her breast and cupped the underside while his thumb rubbed over the tight nub. She made a sound low and throaty in her chest and her head fell back as he pinched it between his fingers.

Leaning up, he let his mouth replace his hand, pulling her nipple between his lips and flicking his tongue over it as he began to suckle.

" Patrick." she groaned again as one hand came up to fist in his hair while the other grasped his shoulder.

The hand on his shoulder shifted as he moved to her other breast and skirted down the length of his chest. It brushed over his hipbone as it made a trail over his thigh. He could feel the heat of her touch as the part of him she affected the most strained towards her hand, silently begging her to touch him.

She refused to give in, tugging down his leg and back up, grazing his inner thigh as she went and causing him to drop back down to the bed and clench his eyes shut against her torment.

Then her touch left him completely and he almost opened his eyes to see what she was doing when her hand was suddenly encircling him and he was fighting with every ounce of his strength not to cry out loud at the feeling. She squeezed him for a moment, and he felt himself pulse and throb into her palm. Then she started to move her hand, gently, slowly following his length up and then back down. It was a torturous rhythm, an agonizingly slow cycle that she repeated over and over again until he was bucking his hips into her hand, trying to increase the sped of her movements. She resisted him, holding to her torture for a while longer before finally letting him go.

Again he almost opened his eyes to see what was happening when they jerked opened all on their own when his brain registered that what was surrounding him now was no longer her hand. It was too wet, too warm, too amazing to be her hand.

Her eyes found his as she looked up at him and she pulled as much of him as she could manage into her mouth.

" Oh my God," He moaned quietly as he watched her lips moving up and down his hardness. She groaned as well, causing a series of vibrations to play over his sensitive flesh and he fought to restrain himself from bucking into her mouth. Her lips moved over him the same way her hand had, in a slow, easy fashion that was driving him quickly to the brink of insanity. He wanted to tell her to that she was killing him, but the words wouldn't form. The connection between his brain and mouth was somehow severed and all he could manage was a series of low, throaty moans. At some point he thought he recognized one of the sounds as something close to her name, but he couldn't be sure and he was far too occupied with trying to make the moment last as long as possible to give it too much thought. In fact, every neuron in his body was occupied with that feat. He had never attempted anything so phyiscally consuming as trying to hold off the feeling that was growing inside him by the second. His hands fell from where they were resting on his shoulders and landed with a thud on the bed and they immediately curled into fists, clutching her sheets as if they were the only things keeping him from floating away.

When she swirled her tongue around the tip of him and began to nipple at the skin there, he felt the pit of his stomach fall out and his body flexed all at once.

He put his hand on her shoulder and his voice was shaky when he tried to use it. " You have to stop, now." He was insistant, letting her know that he meant it. But she simply brushed his hand away, enclosed him in her mouth again and redoubled her pace and the pull of her lips.

He gasped, fighting to withdraw from her mouth before he lost control completely. " Kat !" He called out as loudly as he dared when there was finally no stopping the pulse that racked through his body.

She held on to him throughout the entire thing, swallowing down every ounce that spilled out of him and drinking him in like he was some decadent entray she'd been dying to savor.

When he could once again think rationally, his chest heaved as he tried to draw in enough air to make speaking possible. Then he realized he had no idea what to say to her. No one had ever made him feel the way she had. No one had ever gotten as close. His hand which had been clutching her sheets, unwrapped itself and he let it fall lazily to her shoulder. She was beside him now, her body wrapped around his as tightly as it would fit. He let his fingers pull through her hair as he still fought to control his breath and his heartbeat.

Her hands were resting on his chest, not moving this time, instead they were fisted in tiny little balls and he realized that her body was tense.

He wondered why at first, unable to think clearly enough to decipher her sudden mood change.

He raised his head to look down at her uncertain face. " That was amazing." He grinned at her wildly, and somehow his words seemed to relax her and he felt her body melt into him instantly.

Then what he wanted to say was right there in the forefront of his mind and he realized with a startling clarity that he wasn't as afraid to say it as he thought he would have been. Instead, it felt like he was fighting against himself not to say it and that seemed odd to him. Why fight it ? Why not just tell her exactly what he wanted to tell her.

" I love you." He said, resigning the fight within him and letting his heart come out the victor instead of his head.

She blinked at him as if he'd spoken some foreign language she'd never heard before. Clearing she hadn't been expecting that revelation and it surprised her. But only for a moment. Then her head quickly caught up, and she smiled back at him with such warmth it caused his chest to swell.

" I love you, too." She admitted finally as if she'd been going through the same internal battle and his result had helped her achieve her own.

She nestled further into his side, bring one of her legs over his as one of her arms slid to his opposite shoulder. He felt as if she were a blanket, covering him in her protective heat and making him feel safer than he ever had before. Then she shifted, just slightly and her breast brushed against his ribs. That was when he remembered how unclothed she actually was and his body was already beginning to respond to her again.

He looked down at her and brushed a few strains of hair from her face. " You are absolutely amazing." He told her in all honesty and sincerity.

He felt her shiver against him and again his quickly recovering body stirred at the feeling.

" No, you're amazing." She countered. Then she glanced down his body and smiled when she came to his already hardening length. " I thought we were probably done for the night." Her hand drifted from his shoulder to his waist. She hesitated there as if she were unsure whether she should touch him or not. Then she seemed to make a decision and let her fingers wrap around him again. She squeezed him and the movement had him so off guard he wasn't sure how to respond.

Deciding to just go on instinct, he grabbed her hand, and shifted suddenly, flipping to his side and drawing her under him at the same time. She gasped as she found herself unexpectedly under him instead of beside him.

" I'm just getting started." He smirked and bent his head down to take her breast into his mouth.