Thanks everyone for the continued reviews and interest! I hope that my story won't disappoint any of you.

Warning: Sexual Content. This story is rated M!

Chapter 3

After Mina's little talk about the birds and the bees, Serena kept wondering about what it would be like to be intimate with Darien. She already knew that she loved kissing him and hugging him but what would sex even feel like with Darien? Then her mind wandered to thoughts about his manhood. She blushed and wondered what it looks like and of course, how big it is. All of her thoughts about sex with Darien resonated with her until she went to sleep.

The next day, Serena and Darien got to spend some time together, as they had both hoped. Darien met her at her place, knowing how much Serena likes to sleep in. When he arrived, Lita let him in and led him to Serena's room where she was still fast asleep. He tilted his head lovingly as he watched her sleep, remembering how sweet she looked in his bed when they had their sleepovers. Slowly, he walked towards her bed and plopped himself down on the edge, trying not to wake her. Normally, she wears her pink PJs to sleep but this time she was in a tiny nightshirt barely covering anything. He was surprised at her choice of sleepwear but remembered how hot the weather was and her apartment didn't have air conditioning like his.

'With Serena, always trust the most naïve answer.' He thought to himself.

What surprised him most was what he heard her mumble in her sleep.

"Darien…. I want it"

The rest was pretty inaudible but he had an idea of what she was thinking about and he couldn't believe that his Serena was actually considering having sex with him or that she was having a sex dream. To be honest, he wasn't sure how to deal with that aspect of their relationship and he was so happy that the girls had asked her about it so he didn't have to bring it up. Now with knowing that she'd been thinking about it, he was feeling a lot of anticipation for her birthday. He thought about the things he could do for her for a long while, and turned to check on Serena once again.

Seeing that she was not even close to ready to wake up, he tucked Serena back in, kissed her on the forehead and wandered into the kitchen of the apartment, running into Lita.

"Want some coffee, Darien? I don't think Serena will be getting up for a couple of hours." Lita smiled, pouring him a cup once he nodded in approval.

Darien laughed "I know what you mean. You'd think she would try to go to bed a little earlier when she knows we have plans but that's our Serena"

"Umm… Darien, speaking of our Serena… Were you planning to have sex with her?" Lita blushed at her bluntness on the subject.

Darien went a bright shade of crimson and remembered all that he saw during her shower a year ago.

"I… err… well. I would like to but I want to make sure she's ready. It's a big deal for our relationship and for her and if she isn't ready, then I can't do that to her." Darien sipped his coffee, trying to avoid thinking about the conversation he was having with his girlfriend's roommate.

Lita laughed, remembering the girls' conversation the day before.

"You guys are weird. She said yesterday that you guys hadn't even talked about sex. If you were thinking about it, then why didn't you ask her or talk to her about it. She's clueless about sex, honestly."

"Well, I've thought about it but I didn't want to make her feel pressured or upset by me. That's the last thing I want to do to her, especially in relation to sex. I want to make her first time special." Darien's throat caught a little bit and his eyes went a little misty as he thought about being her first and showing her everything that he wanted her to feel and know as a woman. He loved her so much and he really wanted to show her his love and devotion physically.

Little did they know, Serena had woken up a few minutes after they started talking and heard just about everything. She was hurt by Lita's comment on her naiveté and surprised that Darien was that interested in sex with her, considering their previous conversation. He seemed so indifferent about the idea and she had wondered if he really saw her in that way, especially given their age difference. She really didn't know when Darien would see her as a woman, but she finally had her answer and it made her feel a little different herself. Despite her being upset, she decided to get dressed and head out with Darien to the mall. Now knowing that he wanted her, she tried to wear clothes that were more revealing than she might usually. She decided on a pale pink mini-skirt with a white tank top and hot pink shoes. Okay… so not that different than what she usually wore but the intent was different this time. And she wasn't planning on wearing a jacket!

As Serena walked out of her room, Darien eyed her small frame and again, thought about touching every inch of her with whatever he could. For once, Serena could see his lust and was honestly surprised she hadn't noticed it before. His deep blue eyes went dark, following her wherever she went and his cheeks started to glow pink when she bent over to pick up her purse, revealing her cleavage and a bit of her lacy white bra. She was excited that she could elicit this sort of response from him and upset that she hadn't known earlier. After her lesson with Mina and now knowing how much Darien was attracted to her, she decided to have a little more fun.

Darien reached for Serena in the kitchen and pulled her to him for a long embrace, running his hands over her golden hair and giving her a sweet kiss on her forehead. Much to his surprise, her hands wandered down to his ass. Lita wasn't able to see anything because of her position in the kitchen but she grew suspicious of what was going on when Darien's eyes widened and he blushed profusely.

"Uh… are you okay, Darien?" Lita questioned, worriedly.

"Yeah, I'm just… uhh… excited for our outing today." He smiled and blushed even more as Serena began to squeeze his tight ass. Not only did she realize how much he worked out but she also started to realize how much she wanted to touch him elsewhere, especially when she discovered how much her groping had excited him. She could feel his bulge pressing against her stomach as they were still embracing. Thanks to Mina, she knew exactly what that meant and didn't mistake it for coins or anything else in his pockets.

'Wow. I had no idea. This must be such a surprise for him.' Serena wondered as she started to feel a little warm. Her skin began to feel flushed and she realized that she was started to feel aroused herself. Darien looked down and noticed Serena's blushing. He stroked her hair to relax her and whisked her away to the mall, saying goodbye to Lita as they left.

During the drive, they started to have a serious conversation.

"Serena, what were you doing in there? You've never touched me like that, ever."

"Well, I talked to Mina about what we talked about and I think I might want to… umm… you know." Serena blushed at what she was alluding to.

Darien got very excited at the thought of Serena wanting sex with him but he knew that until her birthday, he couldn't do it. He'd already planned out everything for that special day and he wanted it to be a surprise.

"Have sex?"

"Well… maybe. Mina said it will hurt the first time but then she said that you'll probably be gentle and try not to hurt me."

"Of course, I'll try not to hurt you." Darien smiled reassuringly and Serena smiled back, still nervous about where this conversation was going.

"Darien?"

"Yeah?"

"I noticed that when I was touching you, you started to uhh… touch me with something else." Serena blushed again at her forwardness. This was so new to her.

Darien blushed himself, realizing that she'd finally noticed how much she turns him on.

"Yeah. Sorry about that. You caught me off-guard and I got a little carried away." Darien smiled, blushing again.

'Carried away? So he isn't attracted to me sexually…' Her eyes started to well up with tears and she wiped them away quickly so Darien wouldn't notice.

"Oh… yeah. I guess that makes sense" She said with a shaky voice, smiling at Darien as her eyes began to well up with tears again.

"Oh Serena, what's wrong?" Darien thought about his previous answer and wondered if he should've been more honest with her. He was so attracted to her in every way but she knows that, right? Since he'd already parked the car, he took the time to hold her and tell her just how much he loves her but the crying didn't stop.

"Darien, I don't just want you to love me, I want you to want me! After talking to Mina about sex, I know that I want it with you but how can I want it if you don't?" Her tears continued to spill down her face and Darien wiped each away, looking into her eyes.

"You thought that I didn't want you?" Darien stared blankly at Serena. "Silly, I want you in so many ways but I didn't want to intimidate or pressure you."

"Well," she said wiping away a tear "how long have you wanted me?"

Darien blushed, thinking about the first time he saw her naked and thought about whether he should tell her or not.

"Umm… about a year ago now. Before that, I hadn't thought about it much because you were so young but a year ago, I figured out just how much I wanted you." Darien smiled, satisfied with his answer.

Serena thought about it… 'A year ago? What happened a year ago? It couldn't just be my age. I looked the same and was the same as I am now.'

"Maybe that wasn't the right question for me to ask." She laughed as Darien started to feel tense, sensing that he would soon have to tell her about seeing her naked. "Why did you start wanting me?"

There it was. The question that Darien had been hoping wouldn't come up but now he had to respond and make it sound like he wasn't just some pervert sneaking into a 16 year old (almost 17 year old) girl's bathroom to watch her in the shower.

"Umm… remember about a year ago when I came over to your apartment and I let myself in while you were showering?"

"Yeah…"

"Well, I came in before you had covered yourself and I saw… you. All of you." Darien blushed, looking away from her and clenching his hands until his knuckles turned white.

Serena blushed profusely at his confession, surprised that he was so afraid to tell her about it. To be honest, knowing that he'd seen her naked and that it made him want her so much, turned her on.

"Darien?" She smiled at him and turned his face to hers with her slender hands, giving him a sweet kiss. "It's okay that you saw me naked. I love you and it would've happened eventually anyway, besides you didn't see that much of me. I was standing with my back to you." she said, giving him another kiss on his nose.

"No Serena, you don't understand. I went into your bathroom when you were having a shower and I was there a while before you saw me. I saw you… umm… It was the day after you'd hurt your knee, remember?" Darien tried to retrieve her memory, guiding her to the truth of what happened and blushed even more at his slightly more detailed confession.

"Oh! I remember! That was the day we went to the arcade and I beat the new Sailor V game!" She smiled at her memory but thought about the mention of her knee. "Wait a minute… hurt my knee? I couldn't bend my knees for over a week and before I saw you, I washed my hair." Serena's mouth widened as she realized what he meant.

"Oh my God! You watched me bend over naked! You would've seen everything!" Serena covered her bright red face and tried to convince herself that it hadn't happened. She was so embarrassed. She really had no idea that he was there the whole time.

Darien pulled her close. "Serena, you have nothing to be embarrassed about. Everything I saw, everything you are is perfect!"

"It's not fair, Darien! You saw me naked and I didn't even know!" Serena thought about it momentarily. "Now I have to see you naked. It's the only way to make it right."

Hope everyone likes the new chapter. Things will be starting to heat up pretty soon. Stay tuned! I should have chapter 4 up tomorrow.