Disclaimer: I do not own the Kuroshitsuji/Black Butler series.

So much writing and editing went into this! Let me know what you think at the end. It is definitely a LOT longer than Chapter 1. Again, this is an out-of-character story. The lemon section is in here somewhere… Heh heh. ;D

Notes: "Member" is "phallus" in context.

Enjoy!

Chapter 2: Desire

"What, exactly, are you trying to do, demon?" was all that Ciel could say at the moment.

As the mysterious and effective aphrodisiac ran through his blood, Ciel couldn't focus on anything except the butler that was beside him.

"Oh, yes. About this liquid…" Sebastian began to describe the clear liquid, as he put the small bottle back in his coat pocket. "Like I said earlier, this is a very powerful aphrodisiac. The user may feel light-headed at first, but, naturally, that will disappear. This is a very special concoction, since it enhances and magnifies a human's…"

Sebastian paused and thought of the word he wanted to say. His face lit up.

"…emotions. However, this aphrodisiac only works on humans; it will not work for beings like myself. Although it is extremely powerful when used correctly, it cannot be activated by itself. There are two requirements for this particular liquid to work on the person who consumes it. One, it had to be taken with-"

"Chocolate."

Ciel sat up and looked at Sebastian with a flushed face. He looked alert, but Sebastian knew otherwise.

Sebastian smiled. "Yes, young master. For it to work, chocolate must be consumed along with it in order for it to be activated. The problems started after I served the afternoon tea... I had to make quite a few adjustments to make tonight a reality. For you see, the other requirement was that the user had to experience strong emotions for the liquid to completely travel through the body and affect a person's mind."

Ciel thought back to the empty dining hall where he saw the pet dish on the floor. "So it was you who put it there. You knew I would have become irritated when I saw the pet bowl after being left alone for so long."

"Indeed, I am guilty of that," said Sebastian with a smile. "You rarely show emotion to anyone, even to someone who is as close to you such as myself."

He began to take off his left glove that hid the black nails and the contract seal on the back of his pale hand. Then he took off the right glove that also revealed another pale hand with black nails. Sebastian calmly spoke. "In short, the effects of the aphrodisiac will last for a day after it is ingested."

Sebastian took out the pocket watch from his coat, opened it, and took a quick glance at the time.

"It's about time anyway." He closed the pocket watch and put it back in his coat.

Ciel's heart started to beat harder. "Well then, butler. What is the special occasion?" questioned Ciel with a feverish gaze.

Slowly, Sebastian walked closer to Ciel and reached out to caress his hair. He leaned closer to his ear and whispered softly. "I thought you would never ask. Tonight, I'll be having something that I have craved for since the day that I met you…"

Sebastian lowered Ciel slowly back on the bed. After Ciel was situated comfortably, Sebastian, still wearing his uniform, began to climb on the bed and positioned himself on all fours to hover over the young master. He lowered his head onto the right side of Ciel's neck and gently sucked on the skin.

"Ahh… Sebastian…"

Ciel felt an extreme euphoria wash over his body that turned even the least sensitive places into erogenous zones. However, Ciel tried to fight the feeling and push Sebastian off of him, but he found himself wrapping his arms around Sebastian's neck instead.

"Do you like that, young master?" said Sebastian breathlessly. Ciel slightly shook his head.

"Young master, I can sense you're not telling me the truth, either. But if you don't want to, I will leave now."

Sebastian started to raise himself up, but Ciel surprised Sebastian by pulling him closer to make skin contact.

"Wait," said Ciel. "Don't leave me now."

With a smile, Sebastian responded "I wasn't planning to leave you anyway."

He raised himself a little and bent his head over to the left side and began to suck on Ciel's neck.

After a short while, Sebastian lifted his head off of Ciel's neck and slowly lowered his body onto his left side next to Ciel. Then, he closed his eyes and began to kiss Ciel on the lips.

As they were kissing, Ciel could feel the aphrodisiac running through his blood. He started to forget the world and all his problems. His focus was completely on Sebastian. As Sebastian tantalized him more with his intoxicating kiss, Ciel reached down to the area where his member was. Through his gown, he felt it throbbing and growing harder with each passing moment. Ciel, with his eyes closed, started stroking it and felt a shot of pleasure that grew with every stroke.

Ciel's mind was yearning for Sebastian more and more.

"Ahh… I need you, Sebastian…" said Ciel out loud.

"I'm right here, young master."

Sebastian slowly pulled out of the kiss and looked down to see what Ciel was doing.

Sebastian smiled. "Oh? I didn't know you liked that. There are so many things that I still don't know about you…"

Ciel quickly responded back. "Shut up. Just kiss me already."

Sebastian put his arms around Ciel and went back to kissing Ciel on the lips.

After a minute, Sebastian began a slow, downward trail of kisses to his neck.

Then he circled around his chest and went down even further…

As Sebastian reached Ciel's private area, he stopped kissing Ciel and watched his young master quietly moan and stroke his member gently. He looked up at Ciel and sat up to examine the view. Although Sebastian enjoyed the scenery, he knew that the nightgown was inhibiting his master's pleasure.

"Young master, would you like me to undo your gown for you?"

Ciel stopped stroking as soon as he heard Sebastian's voice. His face flushed with embarrassment as he began to realize that Sebastian was watching him.

Without making eye contact, Ciel replied, "Fine. Remove it quickly."

The butler and his master slid out of bed. Ciel, with his arms at his sides, watched Sebastian kneel and quickly undo the buttons on the shirt from the top, one by one…

After a short time, Sebastian finished unbuttoning the shirt.

"It's about time," said Ciel impatiently. Still wearing the unbuttoned nightgown, Ciel crawled back onto the bed, but Sebastian didn't follow.

When Ciel noticed that Sebastian wasn't following, he commented for Sebastian to come to the bed.

"Well, demon?"

Sebastian smiled and began to undo the tie around his neck as he walked towards the bed. But just after one step, Ciel stopped him.

"Wait."

Sebastian stopped walking. "What is it, young master?" said Sebastian with a puzzled look. He was halfway done with loosening the tie.

Ciel began to blush furiously and lost eye contact with Sebastian. In a low voice, Ciel made his request.

"Is it possible for you to change your form?"

Sebastian smirked at the young master. "I didn't know you liked role-play, young master. What would you like me to dress up as? A doctor, a policeman, maybe even a prisoner-"

Ciel snapped back. "Not that kind of form. I meant if you could change your physical appearance."

Sebastian asked, "May I ask why?"

Annoyed, Ciel explained, "I already see your face every day. I do not want to remember seeing your face during the events of tonight." After a short silence, Ciel impatiently said, "Can you do it?"

Smiling, Sebastian replied, "But, of course. Who or what would you like me to change into?"

"Surprise me."

"Any person is fine?"

"Yes, anyone will do, just as long as I don't see your face."

"Is it an order?"

"Yes, that's an order."

"Very well, young master." Sebastian bowed in front of Ciel. He straightened and took a couple steps back. Suddenly, a wave of darkness engulfed the butler and a wind blew through the room. Ciel held up an arm to shield his eyes from the flying dust. Just as it quickly came, everything was suddenly quiet again. Ciel lowered his arm and gasped at the sight.

Standing in place of Sebastian, still wearing the butler's clothes, was Lady Elizabeth.

"Ciel? Where am I?" said Elizabeth with a puzzled expression.

"L-L-Lizzy!" Ciel's face flushed a deep cherry color and his heart began to race. He turned around to avoid exposing his front to Elizabeth and rushed to close his shirt.

Behind Ciel, Elizabeth said, "Young master, please look at me."

Ciel paused and relaxed his composure. He could feel the red in his face slowly disappearing as he turned around. She stood there smiling with her eyes open. Just like the original Elizabeth, she had golden hair with perfectly curled locks on each side of her head. However, Ciel noticed that she still was wearing Sebastian's now oversized uniform. Finally, he looked into her eyes. At first, her irises were a brilliant green color, just like the original Elizabeth's. But when she blinked, they were a deep red color. Elizabeth started to laugh.

"Sebastian!" said Ciel with humiliation as he hit the mattress. He tried to avoid looking at the Elizabeth in front of him, but he couldn't take his eyes away in the end.

"You don't like it?" said Sebastian/Elizabeth with a disappointed, innocent look. She stepped out of the men-sized black dress pants and dress shoes, and twirled around in the oversized, drooping butler clothes. With her hands behind her back, she closed her eyes and shone a great, big smile just like the real Elizabeth would have done. She, then, took off the tie and quickly walked to the bed and laid herself down at a spot on the bed nearby Ciel. For a moment, she rested and Ciel took a short breath and looked away. Finally, Ciel looked back at her and was suddenly surprised. She made a provocative pose and had already slid off the jacket and shirt on one shoulder to reveal pale, flawless skin.

"What makes you think I would want to see Elizabeth at a time like this?" exclaimed Ciel.

Looking up at Ciel, Sebastian in Elizabeth's voice said, "Young master, you did say 'anyone will do.' Besides…"

Sebastian/Elizabeth sat up and hugged Ciel. "…I'm your future wife."

Ciel's face flushed again and did not return the hug as Sebastian/Elizabeth held onto him. "No, the other Elizabeth is my future wife. You are making me cringe by just using her voice. Just change into someone else who I will not be embarrassed about."

She lifted herself up, but still held onto Ciel's shoulders. "Aww, you don't like it, Ciel?" said Sebastian/Elizabeth with a pout and wide eyes.

"Sebastian! Address me properly," said Ciel angrily.

"Yes, young master. Forgive me for the deception," said Sebastian/Elizabeth as she let go of Ciel and bowed her head. She turned away from Ciel and muttered under her breath, "At least I could take a cruel joke…"

"What was that, Sebastian?"

She looked back at Ciel. "Oh, nothing…" she said innocently with a smile.

Ciel watched Sebastian/Elizabeth get off the bed and take a few steps back from Ciel to prevent him from being blown away. The same darkness from earlier suddenly covered Elizabeth, and Ciel shielded his eyes again from the dust. Again, the wind stopped quickly signaling that the transformation was complete. However, this time, he heard a familiar voice that sounded just like his.

"How is this form, young master?"

Ciel lowered his arm again and jumped a little. Just a few feet away, the person that he stared at was himself.

The Ciel that seemed to intently stare at him was presumably Sebastian. On the other hand, the real Ciel was examining his butler closely. He noticed that Sebastian/Ciel still wore the oversized butler clothes minus the tie, pants, and shoes. But this time, Ciel was only interested in what was underneath the eye patch that Sebastian wore.

Sebastian looked down and examined himself. Using Ciel's voice, he said, "So this is what it is like to be young master..." He chuckled a bit to himself. "…I can see the floor better from down here."

"Shut up, demon," was all Ciel could say before turning slightly red.

After Sebastian quickly finished his examination of himself, he looked over to Ciel. "I assume that this form will be adequate for tonight's purposes," said Sebastian, raising his arms while still in the oversized butler uniform.

"Hmph. I guess that will do," said Ciel with an air of indifference. "However, I still want to hear your real voice."

As Sebastian spoke, his voice was a gradient from Ciel's to his original voice. "As you wish, young master."

Ciel watched Sebastian as he began to undress and dropped each article of clothing while slowly walking closer toward Ciel on the bed. He first slid off the jacket onto the ground. Next, he unbuttoned his shirt and threw it on the ground as well, revealing his pale, exposed body. After doing this, he elegantly climbed on the bed and sat next to Ciel. The real Ciel noticed that Sebastian's hands still displayed black fingernails and the contract seal on the back of his left hand. However, there was already a discernible difference: there was no burn mark on his back.

With a mischievous smile and seductive tone in his voice, Sebastian turned to Ciel and said, "Since this is your first time, I thought your body would be the right size for you. It also fulfills the requirement of not seeing my face, at the very least. Just remember, even though I have taken on this temporary form, I am still capable of serving you, young master…"

Sebastian raised both arms to reach behind his own head to undo the knot that held up the covered eye. With closed eyes, he began to undo the knot. Ciel, in anticipation, waited for the eye patch to fall off. When the eye patch finally fell off, Sebastian opened his eyes and looked at Ciel. In shock, Ciel opened his mouth. He saw two brilliantly deep blue eyes gaze back at him. It was a sight that he thought he would never see again. In silence, he started to form tears in his own eyes. He turned away from Sebastian to avoid looking at him.

"Young master," said Sebastian as Ciel. He softly holds Ciel's chin and turned Ciel's head to face his. He saw the tears flow down his face. "Did I do anything to upset you?"

Ciel looked down to avoid eye contact. In a quiet, authoritative voice, Ciel asked, "Sebastian, why are your eyes like that?"

With a concerned look on his face, he asked, "Is this why you were crying?" Sebastian raised his right hand and hovered it below his right eye, where the contract seal should have been. Ciel nodded his head. Sebastian slowly started to place his right hand over his right eye. "I can change it if you want me to…"

Ciel quickly grabbed Sebastian's wrist. "Don't change anything. I would like to look at it a little longer."

Sebastian smiled. "Of course, young master." He wiped the remaining tears from Ciel's face. After he finished, Sebastian laid down on his back and pulled Ciel closer toward himself. "While you're looking at it, make sure you take note of the detail..."

Ciel slowly bent over toward Sebastian's face, but Ciel closed his eyes and didn't look into Sebastian's eyes. Instead, his lips made his way toward Sebastian's. As their face drew closer to each other, Ciel could smell the scent of chocolate lingering in the air. He slightly opened his mouth and Sebastian did the same. His tongue reached into Sebastian's mouth and immediately noticed the taste of chocolate. He didn't think of it being important. All he wanted right now was Sebastian.

And they began to kiss for a while.

"Sebastian, you didn't…" Ciel slowly broke away from the kiss as he started to feel light-headed again. He laid down on the bed to ease his slight headache. He realized he caught on to Sebastian's plan too late: Sebastian secretly held another dose of the aphrodisiac in his mouth.

Sebastian smiled and looked over Ciel. "Young master, your headache will go away soon. Please just enjoy what we have right now."

Ciel didn't want to think, so he nodded his head in acceptance. Sebastian swooped down and continued to kiss Ciel. Ciel suddenly felt a jolt of pleasure coming down from his phallus and moaned softly in pleasure. His lips lost contact with Sebastian's and he looked down to see Sebastian's hand stroke his protruding member. Sebastian smiled and looked into Ciel's eyes with a look of hunger. He suddenly moved himself downward to face Ciel's previously untouchable area. He noticed the phallus becoming erect and slowly licked it all the way from the scrotum to the tip. He proceeded to suck on the tip and along the shaft which caused Ciel's phallus to pulse harder. Ciel experienced a chill down his spine and closed his eyes. At the same time, Sebastian made an "O" with his thumb and his middle finger. He began to experience his own pleasure as he slid his own phallus between the formed circle and moved his fingers up and down the shaft.

Ciel felt small waves of pleasure becoming more frequent and stronger. Looking at Sebastian with heavy eyes, he couldn't tell who he was looking at. His vision was blurred. He saw an alternating vision of himself, yet of also Sebastian in his original, but naked, human form. But he couldn't care less. The feelings of great pleasure were about to wash over his entire body. He called out to Sebastian as he made an attempt to sit up and rest on his elbows.

"Sebastian," he began to breathe heavily with closed eyes. He tilted his head back. "I'm about to come…"

Sebastian was disappointed. "Tsk, tsk. That will not do," said Sebastian who started to breathe audibly.

He quickly reached underneath the bed and took out a rubber ring with a 1 ¼ inch diameter. Sebastian held it up to Ciel. "This will help you keep up..."

Ciel didn't look at what Sebastian was holding. He only cared about the building pleasure that was going to be released at any moment.

Ciel had his eyes closed and moaned. "I don't care what it is. Just hurry up, Sebastian…"

Sebastian stretched the ring around Ciel's phallus and slid it down to the front of the scrotum then stretched around it to reach the base.

"We're almost done, young master."

Sebastian lifted Ciel up and turned him around so they both faced in one direction. With Sebastian behind, Ciel felt Sebastian's member poking out from behind. He knew what was about to happen.

In a seductive voice, Sebastian asked, "Are you ready, young master?"

"Yes, I am." Ciel bent his knees and braced himself.

Sebastian smiled. "Then let us begin."

Sebastian lifted Ciel up and lowered him onto the tip of his phallus. Ciel could feel Sebastian losing his grip on him as he slowly slid down. Sebastian felt his tip getting tight and he gasped momentarily. Ciel felt the tip go in his rear and he moaned in slight pain. A sensation of fullness that Ciel never felt before was gradually getting more and more pleasurable by the second.

Breathing slowly but heavily, Sebastian comforted Ciel. "Young master, I can wait until you have fully adjusted."

Ciel shook his head and held his breath for a second. "I'm an adult, Sebastian. I can handle it."

"As you wish," said Sebastian. Sebastian began moving his hips. He slowly pushed in and out, in and out. He could hear Ciel gasping and saw Ciel's hands clench onto the sheets. He also heard himself gasping in response to the tightness that he was experiencing. He held onto Ciel and tilted his head back in delight.

Ciel felt his rear getting fuller as Sebastian pumped his member in and out. Ciel's mind wanted more and more. His phallus was still pulsing due to the ring, and Ciel continued to stroke it.

"More, Sebastian… I want more from you," Ciel gasped.

"Of course." Sebastian took his member out to allow Ciel fall forward slowly on all fours. Sebastian held onto Ciel's hips and thrusted his member into Ciel again. Sebastian's member grew harder and bigger in Ciel, while Ciel's rear became tighter. Their hearts beated faster and stronger, and their breathing escalated.

When he was about to come, Sebastian whispered in Ciel's ear.

"Young master, close your eyes and count down from five seconds. When you reach 'one,' take off the ring completely."

Ciel agreed.

"Five."

Sebastian kept thrusting into Ciel. Ciel crouched over and moaned loudly in response.

"Four."

"In or out, young master?"

"Three."

"Out."

"Two."

Ciel began to take off the ring. He fumbled with it.

"Here." Sebastian reached over Ciel and took the ring off.

"One."

"Ahhhhhh…"

Both of them cried out in unison in response to the intense wave of emotion that was just released.

Ciel's phallus pulsed rhythmically and shot out a thick, white fluid over the bed. Sebastian took his pulsing member out of Ciel. Out came the same white fluid and it landed on the back of Ciel's nightgown. The both of them collapsed onto the bed with their eyes closed. Their breathing and heart rate was still rapid from the climax, but it gradually returned back to normal for the both of them.

As they laid there on the bed, they both held each other's hand and stared at the ceiling. Ciel turned his head over to Sebastian, and saw that Sebastian had already shapeshifted back into his original, tall self wearing his butler uniform.

Ciel questioned Sebastian. "How did you do that?"

"Do what, young master?" said Sebastian innocently.

"I didn't notice you changed back to normal."

Sebastian formed a mischievous smile on his face. "Since it was your first time, I decided to show off a bit."

"Heh, discreet as always," said Ciel with a smirk. Ciel turned his head the other way and looked at the closed curtains. He could hear the birds faintly chirp in the distance. It was already morning.

"Sebastian, cancel everything today. I need to sleep. "

Sebastian sat up and slid off the bed. He turned to face Ciel and bowed.

"Yes, young master." He quickly changed the bed sheets. After, he changed Ciel into a new nightgown one last time and tucked him in the bed. He turned and walked to the door. But before he made two steps, Ciel called out for him.

"Sebastian."

Sebastian turned to face Ciel. "Yes, young master?"

"You could have just asked to go to bed with me."

Sebastian smiled and looked at Ciel in the eyes. "I already knew that from the start." Sebastian took a few steps closer toward Ciel. "If I asked, would you have said yes?"

Ciel looked away. "Yes, when the time is right."

"Then I will take up on your offer when the time comes. Is that all for today, young master?"

"One last thing," Ciel mentioned.

"What is it, young master?"

"Stay by my side until I fall asleep."

Sebastian smiled and asked, "Is that an order?"

Ciel paused for a moment. "That's an order."

Sebastian walked to the bed and laid himself next to Ciel on the bed. He caressed Ciel's head with his hand as he watched Ciel drift into sleep.

The candles held up by the candelabrum flickered and finally burnt out. The absence of light cast the room into total darkness.

In the darkness, Sebastian whispered to Ciel.

"Yes, my lord."

That's the end. I hope you enjoyed it! I would love reviews about what you thought of it. Also, if you noticed any major mistakes, please tell me about those as well. Thanks for taking the time to read my work! Share or favorite?

If you liked this fanfic, there's a written "blooper reel" in the works! It will be added to this story as another chapter (or chapters) in the near future. They're based on the scenes in this fan-fiction. I hope you like comedy. ;D