Sorry this took so long to post – I had a bit of writer's block and trouble with smut; but here it is! I loved the reviews after the last chapter! I'm planning at least a few more chapters in this story – longer if the reception continues to be good! I'm also working on another multi-chapter that will take a while to write, but I'm doing it in honor of "no shame November." So look for that soon! I hope you enjoy this chapter – lots of fluff and smut! Read and review please!

They lay against each other through the rest of the movie, each reveling in the other's presence. Kurt would occasionally snuggle in closer to Blaine and sigh contentedly. He brushed his free hand around Blaine's stomach and chest, tracing his ribs and just feeling him. He was lost in memorizing the moment, enjoying the idea that he was allowed to touch him this way. He was even so daring as to look up into his eyes a few times and cause their lips to meet in a few short, sweet kisses. Blaine nestled into him as well, nuzzling the top of Kurt's head, planting kisses where he could reach and just enjoying the feel of the other boy pressed up against him.

Mulan ended, but neither boy moved. They didn't want to break the spell that had settled over them. After the credits rolled they didn't have much other choice than to move, unless they wanted to listen to the intro music over and over again. Kurt gave Blaine a quick squeeze and started up toward the computer.

"What would you like me to put in now, Blaine?" He asked quietly, not wanting to disturb the mood in the room. "It's still pretty early – like 9:45 or something." He ran a hand through his hair in an attempt to put it back into place after it had been mussed by their earlier activities.

Blaine put his hands behind his head and stretched, "I believe I picked Mulan, so it's your turn. Whatever you want, Kurt, is alright with me."

"Um," Kurt considered his choices for a few seconds and was momentarily distracted as Blaine's shirt rode up during his stretch, exposing an inch of skin between his shirt and his low riding pajama pants. Kurt could see a small trail of dark hair leading down into his pants and he unconsciously licked his lips. He heard Blaine giggle and realized Blaine knew exactly what was distracting him. He tore his eyes away, blush returning, "Uh, um, how about Breakfast at Tiffany's? I haven't seen that in a long time."

"Perfect. Put it in and, please climb back over here, I'm getting chilly," Blaine pretended to pout and shiver where he lay on the bed. Kurt smiled quickly in response, loving the intimacy of the moment. He loved knowing that Blaine wanted him cuddled up next to him, to spend time with him with kisses and caresses and nothing surrounding them but their feelings for each other.

After putting on the DVD, he snuggled up to Blaine and grabbed the blanket to pull over them. Blaine held him the way he had the night before, rubbing his back with one hand. Kurt rested one of his on Blaine's chest and held it there while Blaine ran his fingers down Kurt's arm, feeling out the lines of him, learning the feel of Kurt and causing goosebumps to form. Kurt giggled under his touch and buried his head down into the crook between Blaine's neck and shoulders. He breathed him in, relishing the tender skin there, and slowly started to leave chaste wet kisses there.

He heard Blaine sigh and slightly lean his head back, giving Kurt easier access. He pushed himself up more, so he had better access to Blaine's neck. He was quickly learning this was a very sensitive, responsive part of Blaine if the soft mewlings he was making were any indication. He kissed his way up Blaine's neck to his jaw line and flicked his tongue out, tasting the rough skin there where Blaine's five o'clock shadow was most predominant.

Blaine hummed in response and turned his head so he could look into Kurt's eyes. Their lips met in a meaningful, light kiss that conveyed more passion and caring than any they had shared yet. They separated but left their foreheads touching, just looking into the other boy's eyes, soaking up the feelings they saw there. They turned on the bed so they were facing each other, bodies mirroring, slowly caressing the other boy, lost in their own world of dim light, Audrey Hepburn's soft voice and the color of the other boy's eyes.

They gradually fell asleep, leaned against one another, wrapped up in each other, legs tangled so that one boy couldn't be separated from the other. For the second night in a row, the two slept as one, their deep breathing matched.

Sometime late in the night, Kurt woke a little, still in a sleepy haze, and gazed at the sleeping boy beside him. He couldn't believe how lucky he was, not two days ago he had felt as unloved and unwanted as he ever had, believing himself to be alone within the halls of Dalton Academy. And now, he had this gorgeous man who cared about him, or at least he thought he did.

He was a little nervous on that point, a little part of his mind kept wondering if Blaine really cared about him or if he was just being a really good friend, helping Kurt to be more comfortable and not feel so lonely. It was a very small part, but something he wanted to talk to Blaine about.

Almost as if Blaine could feel his uncertainty, he shifted in his sleep and reached out for Kurt, pressing him onto his back and cuddling up to his chest. Blaine shifted their position from the night before so that he was the one being held and cuddled by Kurt. His curls tickled Kurt's chin as he reached down to kiss the crown of Blaine's head. Kurt wrapped his arms around Blaine and hugged him closer. "Mmmmmm, Kurt, baby, cuddles . . . you . . . nice . . ." Blaine muttered in his sleep as he pulled in closer, head tilted upward to kiss Kurt's chin and then settling on Kurt's chest.

These few sleepy words were all the reassurance Kurt needed. He kissed the top of Blaine's curls again and drifted off, holding him close to his heart and a smile on his lips.

Kurt woke early as he usually did, since it took him so long to get ready in the morning. This morning he didn't startle like he did the day before, but woke knowing Blaine would be there. His eyes fluttered open in the early morning light and he found them in the position they'd shifted to in the night – Blaine curled up half on top of his chest, his ear resting right above Kurt's heart, his arms surrounding him and legs tangled under the blanket. Kurt was quite sure this was the best morning he'd ever had, even more so than the day before because he knew in his heart that he would get to wake this way and it was perfect. He smiled and yawned, stretching as much as he could under Blaine, shifting a bit and kissing the top of his head again.

As he lay there, he could hear Blaine's deep sleepy breathing and feel it warm on his chest. He absent mindedly ran fingers through the unruly curls that he rarely got to see free of their gel. He loved the feel – they were soft and springy and felt absolutely heavenly under his soft fingers.

The movement must have woken the other boy, because before too long, he was moving restlessly in his sleep and stretching a bit. Kurt eased him awake, running fingers through his hair and rubbing his back, remembering how much he'd enjoyed that same treatment the morning before. Blaine finally tilted his face up towards Kurt's and slowly opened his eyes, a smile already on his face.

"Hey sunshine," he whispered up at Kurt before nuzzling down into his neck and partially rolling over on top of him, one leg draped between Kurt's. "You're the best smelling pillow ever, you know that?" he asked, face buried in Kurt's neck, his breath tickling him. Laying this way, even in the sweetness of the moment, it was apparent to both the boys the other's desire for the other.

Kurt giggled and pulled away a bit. "Sunshine, huh? I guess I could get used to that. Good morning yourself, mon cœur ." He whispered the nickname into Blaine's hair, curls soft on his warm lips. He was a little nervous using a term of endearment like that for the other boy, but he was lost in the moment and Kurt couldn't have meant it more. He laughed a little at Blaine's still sleepy but so happily-dopey face. It made his heart feel like it was going to explode with happiness, having this moment with Blaine.

"I'll be back in just a second!" Kurt scrambled out of the bed, hoping to hide his very obvious erection, but desperate to not have this moment with a bad case of morning breath. He was once again grateful for Blaine's in-room bathroom and quickly used his mouth wash and checked his hair before scampering back to the bed. Blaine did the same and ran back towards the bed with an insane amount of enthusiasm for so early in the morning. He jumped up on the bed, jostling Kurt, both of them laughing at his goofy antics.

Blaine squished into him again, laying the both back down on the bed under the covers, "Mon cœur, huh? What's that in English, oh great French scholar?"

Kurt kissed his upturned forehead and whispered against, lips still brushing Blaine's soft skin, "It means 'my heart.'" He paused and tensed a little, waiting for a reaction from Blaine, hoping he wasn't stepping passed any unsaid boundaries, the doubt he'd had the night before quickly rearing its ugly head in his mind.

Blaine sighed and ran his arm around Kurt, "I like that – it's nice and it sounds even better in French." Their eyes met and Blaine absolutely melted, loving the warmth he saw coming from Kurt's eyes. They looked completely different than they had a few days ago, when his beautiful blue eyes were still almost completely steel gray from being guarded, disappointed and lonely. When they had met, Blaine had been struck by the deep blue pools that were Kurt's eyes. He had noticed over the weeks since Kurt's transfer that they had slowly lost their bright blue color, instead changing to a rainy gray.

Now they reflected the happiness he was feeling and were brighter with shades of green and blue dancing together. "And it fits perfectly 'cause I got to listen to your heart all night." Blaine looked shyly away for a second before their eyes met again and they both grinned at each other.

Kurt laughed, overjoyed at the freedom he felt with Blaine. He tilted Blaine's head up just a bit more and caught his lips in a light kiss. Kurt deepened the kiss, easing open his mouth, licking Blaine's bottom lip and sucking it into his mouth.

Blaine let out a quiet moan of encouragement. Kurt paused and looked at the beautiful other boy. He couldn't believe that he was finally allowed to do this with Blaine. He smiled and rolled them a bit, tangling their legs and settling Blaine onto his back. Kurt started to lick and kiss his way up Blaine's jaw, moving behind his ear, leaving a wet, hot trail behind.

He picked a spot that tasted particularly good and sucked there, eliciting a moan from the other boy. He ran his tongue around the shell of his ear, and nibbled on the soft flesh, taking his earlobe in his mouth and sucking on it. Blaine was losing more and more control, pulling Kurt on top of him and moving his hands from Kurt's back to grab hold of his ass through the thin material of his borrowed pajama pants.

"Oh Kurt, isn't it a little . . .um . . . early?" Blaine panted out, not really wanting Kurt to stop at all but for God's sake to continue. He didn't want Kurt to feel pressured though, after the night before and the fast physical direction their budding relationship seemed to be taking.

Kurt pulled his mouth away from Blaine's ear and whispered "I suppose I can stop, if you really really want me too . . . " His breath tickled Blaine and it felt like electricity ran straight down his spine, making him shutter and causing him to get even harder.

"God, Kurt!" was all Blaine got out before he flipped them over in one motion on the bed, moving so he was covering Kurt. He ran one hand softly down Kurt's cheek, tracing the fine lines of his face. Kurt leaned into it, opening up his neck so Blaine could show him exactly what he'd been doing to him. Blaine latched on to Kurt's neck with a hard suck which was sure to leave a mark and swirled his tongue over it, easing the forming red bruise.

"You. Can't. Just. Do. That." Blaine hissed out between kisses and licks up Kurt's neck as the other boy squirmed underneath him, inadvertently rubbing their hardening cocks together again.

"Yoursofuckinghotandyoudon'tevenknow," Blaine mumbled into Kurt's collarbone where he was leaving his next mark. He purposefully ground down into him this time, which made Kurt release the most delicious of noises. They were closer together than they had been not hours before, with only pajama pants and boxers separating them instead of jeans. The feeling was amazing and stronger and harder and there was just more.

Kurt writhed under Blaine, turning his head trying to catch his mouth again. When they touched, their lips crashed together, bruising the tender flesh. Their tongues met, asking for entrance to the other's hot, needy mouths. Kurt sucked Blaine's tongue into his mouth, causing the other boy to moan even louder than before and grind down into him again. They fought for control of the kiss, hands wandering, squeezing and stroking everything they could reach on the other boy until Blaine was force to break the kiss so he could breathe.

He pulled back barely inches, so their eyes could meet. His eyes looked deep into the dark blue pools of Kurt's, surrounding the blown black pupils. "Kurt? Can I? I mean . . .we need to . . . talk, but I can't, I can't now and I'm so . . . I'm so . . . hard and I just and I so want you right now. Can I?" Blaine whispered, interrupting his questions with light kisses to Kurt's nose, eyelids and chin.

Kurt's eyes flashed with desire and want, needing Blaine but he was scared and nervous as well. He paused for a second and seemed to be considering his options. Blaine was patient and continued to place light, wet kisses to Kurt's face, assuring him that whatever his decision, Blaine was right here in the moment with him. He wanted to do this because he cared for Kurt, not just for the hardness in his pants.

"I – I've never . . ." Kurt whispered out, looking for reassurance from the other boy that he was not alone in this situation.

"Me neither, but I want to, if you do. Only with you though Kurt, only with you. You're the only one I've ever really wanted like this," Blaine was nervous, exposing this to Kurt. He'd always been the self-assured "mentor" in this relationship and he didn't like looking inexperienced for all his talk. "And I really really want you like this . . . I love watching you fall apart . . . you're just so gorgeous, Kurt."

"Oh, Blaine, I want you too," Kurt whispered out in a low needy tone that made even more blood rush to Blaine's cock. Kurt nodded his head and reached with his upper body to bring their mouths together again; this time their kiss was slower, but somehow more heated. Blaine put his heart into it, showing Kurt how much he meant to him, caressing the hot recesses of his mouth with his tongue.

He pulled way then and grabbed the hem of Kurt's shirt, their eyes meeting and nervous smiles crossing both their faces. Quickly both boys' shirts were beside the bed on the ground close to where they had fallen the night before.

Blaine slowly kissed his way down from Kurt's mouth, caressing each new inch of skin on his chest in a way no one else ever had. He pulled a hardening nub into his mouth and sucked experimentally, causing Kurt to cry out quietly.

He grinned against Kurt's slightly sweaty, pale skin and kissed his way over to the second one, trailing his tongue along the tight muscle, and taking it in his mouth, sucking on it until they matched. He pulled at it a little with his teeth making the boy beneath him hiss and writhe even more. As he kissed and licked at each rib that was barely visible under his skin, Blaine rocked his hips down, grinding their rock hard erections against each other granting the friction that they both so needed in the moment.

"Blaine, Blaine, I'm so close if you keep doing that, I'm going to ruin your pants too!" Kurt blurted out between the delicious moans that were leaving his mouth. Blaine had never heard anything as hot as the mewls and moans that were escaping Kurt's throat as he left hot kisses down his chest.

"I'm getting there, I promise," Blaine whispered against Kurt's stomach, his hot breath causing Kurt's muscles there to contract and he let loose another loud groan. He kissed beside Kurt's belly button, breath hot and heavy, "I promise you won't ruin my pants – you won't get the chance." He grinned devilishly and looked up at Kurt as he continued to kiss down his torso, their smoldering eyes meeting, blown pupils so large that the colors were almost undistinguishable.

His tongue darted out then and traced the waistband of the pajama pants, licking a wet line. He blew on it then lightly causing more goosebumps to form before kissing warmth back into the flesh. "You ready?" his hands were on the waistband, but he wanted to give Kurt one last out before they took that step.

The blue-eyed boy seemed to have lost all ability for speech and so he just nodded, eyes on the other boy who was making him feel incredible, the anticipation nearly killing him. He was flushed and hadn't ever wanted anything more.

Blaine kissed his exposed hip bones and slowly pulled down the pajama pants, taking his boxers with them, kissing each exposed inch as it came free from confinement. He lifted the waist so it didn't catch on Kurt's hard cock and he pulled them all the way off before he really took a moment to look.

"Oh Kurt, honey, you're so beautiful," he whispered, his eyes on Kurt's and he pressed light kisses to his newly exposed hip bones, taking in the view before him. Kurt was truly gorgeous, hard and pink and perfect. Blaine couldn't resist any longer and lightly kissed the very tip of the hardened pink flesh.

His tongue darted out and he swirled it over the head of Kurt's cock, tasting him, before he slowly lowered his mouth onto Kurt. He took in a few inches before beginning to suck, swirling his tongue on the underside of his cock.

Kurt cried out, louder and more uncontrolled this time. He couldn't believe how hot and wet and amazing Blaine's mouth felt on him. His senses were overwhelming him. The pillows under him smelled of Blaine, the warmth wrapped around his rock hard cock sucking him into oblivion, it was all new and all incredible.

Blaine pulled off for just a few seconds, licking down the sides of Kurt's shaft, "Don't get too loud baby, we're still in the dorms, remember." He laid a kiss at the base of Kurt's cock, and swirled his tongue around his balls, gently sucking on them and eliciting another low moan from the boy, "Although I love the sounds you're making . . . you're so . . . hot, baby." He drew Kurt into his mouth entirely again, sinking as low as he could, hollowing his cheeks and humming around Kurt for all he was worth.

Kurt could barely comprehend what Blaine was telling him, the sensation of Blaine's tongue on his balls, the hot breath working him into even more of a frenzy. He arched his back, attempting to hold himself back, and fisted his hands into Blaine's curls, trying to ground himself to something in the moment.

Blaine had started to work him even more, hands on his hips keeping them in place, which was good because Kurt felt an uncontrollable urge to thrust into the hot wet mouth that was devouring him. "B-B-Blaine, I'm gonna, so-sooon," he breathed out, scarcely able make coherent sentences, "pull off babe," he groaned the direction, not wanting Blaine to think he expected him swallow their first time.

Blaine paused for a moment and pulled up just enough to meet their eyes, gold meeting bright blue, "I meant what I said about preventing the sticky" Blaine whispered, breath ghosting over Kurt's cock making it twitch for attention and he buried it once again in his hot ready mouth.

Kurt couldn't believe he was actually doing this, the other boy so assured and sexy, slipping him back into his mouth. The heated sensation combined with Blaine's skillful tongue was making him lose control, one hand tight in the sheets and the other still in Blaine's hair. His stomach tightened and tingling electricity shot from his dick all the way to his toes – he couldn't hold out much longer.

He sucked, once, twice and swirled his tongue around Kurt's head tasting everything, wanting even more. He could feel Kurt start to tense and finally the hot release against the back of his throat. He made a valiant attempt not to choke and to swallow everything he could.

Kurt cried out, forgetting Blaine's warning about being quiet, he arched off the bed and came even harder than the night before. He must have blacked out for a moment because when he finally opened his eyes; his breath had slowed from a rapid shallow panting to deeper, calming breaths. Blaine had moved up near him, lying against his body.

"I was starting to get worried," he grinned at Kurt and kissed him lightly on the lips. He tasted faintly of Kurt and sex. Kurt didn't know why, but he was terribly turned on by that fact. "I didn't want to have to go get the nurse and explain that you passed out after a blow job." He giggled and kissed Kurt again.

Kurt kissed him back, their tongues dancing languidly together. "God that would be embarrassing. I do believe that would have caused me to die on the spot." He sighed and grinned back at Blaine. "That was absolutely the most amazing thing ever." He reached out and pulled the other boy on top of him, realizing that he was still lying there completely naked, but Blaine still had pants on.

When Blaine settled on top of him, Kurt realized that he still hadn't taken care of Blaine. He continued to kiss him, but rolled them so that he was on top. He pulled away from Blaine, locking their eyes before starting to kiss and lick his way across Blaine's chest. "My turn," he growled at Blaine, eager to give him the same pleasure that he had just given him. He wanted to see what Blaine tasted like and desperately wanted to see the other boy's cock.

"Well, um, Kurt, about that . . ." Blaine blushed, turning a darker red than Kurt had ever seen him. "you see, well, um, I kind of already, while I was sucking you off, I kinda well, it got me off too," Blaine stuttered out, looking anywhere but Kurt's eyes. Kurt pulled back to look at him.

"Really?" He squeaked. Seriously? Blaine thought sucking him off was hot enough that it had gotten him off as well? That was definitely something to think about later. And it was really, really hot; Kurt's dick was making a struggling effort to get hard again.

"Yeah, sorry, I guess I only half prevented the sticky," he looked up ruefully at Kurt. "So I'm kinda gross right now. But hey, I do have an idea." Blaine perked up a bit. "It is early Saturday morning and no one will be looking for us for a while. Do you wanna help me get cleaned up? We could save some water and share a shower." Blaine smiled hopefully at Kurt, not wanting to push boundaries, but he'd just had his cock in his mouth so he was pretty sure he wasn't.

Kurt considered for a few moments, then leaned down and kissed Blaine, dipping his tongue into the other boy's mouth and running it along his teeth the way he had learned made Blaine go wild. "I don't see why not." He giggled and grabbed Blaine's hand and started to drag him towards the bathroom. "Let's see how steamy we can get it in here."

So first attempt at real smut. I hope it went ok. *Blush* This chapter was really hard to write, so I apologize for it taking so long. Next up? Shower time and Boyfriend talk Read and Review!