A/N: Alright, here's chapter seven and the long awaited lemon. This chapter was the reason why I have it rated M. This is the chapter were Matt and Mello finally get it on. Now, I'm not really in a good mood right now so, I'll just finish this right now.

WARNING: This chapter contains adult situations that may not be suitable for all readers. If you can not handle that then please just skip this chapter.

Disclaimer: We only own the OC's.

Chapter Seven -- Downtime

Just as Mello had feared, the infiltration of the third-floor guard station went off without a hitch. Neither operative had been caught, and their bug was placed perfectly. This only meant, in Mello's view, that Kira would strike them twice as hard in the future. Karma was such a bitch.

But the time to worry about that would come later. It was nearing midnight when Mika and Pip managed to contact Mello from a safe distance from Kira's mansion.

"I still can't believe we pulled it off…" Pip panted. She and Mika had hauled ass and ran most of the way back to the car, not that anyone noticed.

"Yeah, you guys did great. We can see every inch of Kira's homestead…well, most of it, anyway…" Mello replied, holding in a yawn; it had been a long day. "You and Mika have a hotel room already rented for you. The GPS will lead you there. You get one too, Iggy," he added to the tech-support.

"What? Another hotel room? Why can't we come back to base?" Iggy griped.

"Because there's always the chance that someone's watching you. I'd rather one of you get kidnapped than the whole team."

Matt chose that moment to chime in. "Mello's paranoid."

Mello grit his teeth against a remark. "Just go get some rest, guys. You deserve it. Over and out." He shut off his connection to the team and removed his headphones, leaning back against the soft pillows of the couch. It would have been so easy just to sleep there.

Matt stretched and pulled off his shirt, preparing to lie down for the night. "Too bad Kira doesn't have cameras set up on the SPK, eh?" he said. They had searched through all the video feed but could not find a connection to the SPK's hidey-hole. "Are you sure they're even there?"

"I'm positive." Mello pushed back his bangs and sighed. "He probably just has those cameras set up on a different circuit than the main security cameras. We'll just have to watch out for any frequent visits he might be making to any particular room."

"Yeah, I guess." Matt wasn't totally sure about that idea. Kira was a tricky bastard; he might just visit the same room continuously just in case there actually WAS someone watching. It was a far-fetched idea, but Matt wouldn't put it past him.

He looked down at Mello lying on the couch. "Are you planning on sleeping there tonight?"
Mello shook his head and pushed himself to his feet. "Nah, I'm gonna willingly sleep in a bed tonight, believe it or not." The blonde led the way into their bedroom and fell into the bed closest to the door.

'It's a miracle,' Matt thought sarcastically as he watched his friend collapse on the bed. He too flopped into bed right next to Mello and made himself comfortable.

Mello cocked an eyebrow and looked over at the redhead. "The fuck you think you're doin?" he grumbled.

"Lying down, what does it look like?"

"But why are you lying down with ME?" The blonde rolled onto his side, propping his head up on his hand.

Matt turned his head to look at his friend and gave him a tired grin. "Well, technically this was supposed to be MY bed-"

Mello scoffed. "Oh fuck that. I ain't movin." He sat up enough to pull off his shirt.

Matt rolled his eyes. "I really didn't think you would." He pulled off his goggles and tossed them on the ground next to the bed.

Mello set to unlacing his boots. "So... what was up with that kiss earlier?" He figured he might as well ask right away, rather than dancing around the subject all night.

"Hm?" Matt had started to drift off. He cracked open an eye and looked at the blonde.
"Oh, that... Just wanted to I guess."

"You just wanted to?" Mello repeated, blinking.

"Yep. Why, is that a crime now or something?"

Mello lay back, resting his head on his arm. "I didn't know you were gay," he said softly.

Matt closed his eyes and muttered, "Pansexual."

Mello sniggered and undid his own belt; he usually just slept in his boxers.

Matt huffed, "What's so funny?"

"Just can't picture you fuckin a dude," the blonde said with a shrug. He tossed aside his belt and his pants.

Matt groaned at Mello's comment and turned to lie on his side. Why was that such a hard thing to picture? He felt the mattress dip a little as the blonde finally laid down.

Mello rested his head on Matt's chest and closed his eyes. "Good night."

Matt felt his face heat up a little as Mello shifted to get himself comfortable. He smiled and let out a contented sigh. "G'night Mel."

Mello peeked up at him. "You seem WAY to comfortable with the arrangement, Mail," he teased softly.

Matt blushed, "I have no idea what you could be talking about."

Mello sniggered. "Oh c'mon, you know you're getting all hot-and-bothered with me lying here like this." The blonde smirked at a sudden thought; why not test and see just how "pansexual" Matt really was?

Opening both his eyes, Mello lightly ran his fingers over Matt's chest, stopping just above the top of the redhead's pants. "I'm sure you're even getting hard right now. Wouldn't surprise me one bit if you were."

It was probably a good thing that the room was dark. Matt didn't think he could bear to see Mello's satisfied smirk. "W-what the hell are you trying to pull, Mello?"

Mello sat up a bit, smirking down at Mello. Oh yeah, this would be fun. "You're the one who started it with your little submissive noises." The blonde leaned in and nibbled gently on Matt's ear, his hand still running laps on the man's chest.

The red head bit his lip, trying to keep himself from letting out any kind of noise. Matt had decided on his sexuality a while ago, but since when was Mello into this kind of stuff?!

"Mel…"

"Yes?" Mello purred.

"G-get off."

Mello's brow furrowed. "But why? You're already pitching a tent." He sniggered and ran one finger over the zipper of Matt's jeans.

Matt looked up at the self-satisfied smirk on Mello's face and groaned. Fuck, this wasn't the way it should have gone. Mello was just taking advantage of his tired form. "Look, if you're gonna do something-"

"Are you saying I should just do it?"

"Fuck." Matt ran a hand through his hair, "Since when were you gay, Mel?"

Mello chuckled breathily against the skin of Matt's neck before pulling away. "I'm not. Never done anything with a dude before. Just testin' the waters."

'Of course,' Matt thought to himself. Mello WOULD play his games with him. "You're a fuckin' tease..."

Mello frowned and removed his hand. "Well if you don't want me to tease you, fine, I won't." The blonde rolled onto his side, away from Matt, and feigned sleep.

'Oh you little bitch,' Matt thought, now thoroughly flustered. This HAD to be pay back from earlier, it just had to be. "That's not cool Mello, not cool," he said, about to get up and go to the bathroom.

Mello's smirk returned but he didn't roll over. "Think about me while you're jacking off, eh?"

"I plead the fifth..."

Mello rolled onto his back with one hand on his chest, the other above his head. "Oh so you WILL be thinking of me? How cute."

Matt opened his mouth to retort, but thought better of it. Anything he said right now would just get all twisted around by Mello. He walked into the bathroom and shut the door.

Mello lay there for a moment, nibbling on his pinkie nail. That had gone better than he planned, he thought with a grin. He had known from Matt's first day back that the redhead was harboring some sort of feelings... but the fact that he responded so easily to Mello's touch was highly amusing. This could be fun.

A while later a flush was heard from the bathroom and Matt came back out, buttoning his pants back up. He looked over at Mello on his bed, and walked over to lay on his own. Fool me once...

Mello looked over at Matt, still biting on his fingernail. "All better?"

Matt turned over to face the wall, refusing to answer. His face was turning red.

Noiselessly, Mello got up from his bed and went over to Matt, putting his hand on the redhead's shoulder. "Hey, don't be mad at me..." he said softly."I was just teasing you."

"Yeah, teasing. I know," he murmured.

Mello sighed and ran his hand down the length of Matt's arm.

Matt glanced over his shoulder at the blonde, "I thought you were tired." he stated softly, the ghost of something close to a smile growing on his face.

Mello shrugged offhandedly. "What if I'm not any more?"

"Then you get to listen to me snore." Matt let out an unnecessarily loud snore as an example.

Mello frowned; he wasn't about to let himself be snubbed. As Matt began to think he was off the hook, Mello put his hand on the redhead's ass. "We're not sleeping yet. We need our exercise."

Matt's eyes shot open at the feeling of his ass being groped. He quickly turned over and tried to grab at Mello's hands. "Oh, do we now?"

"Mhm." Mello smirked and slapped Matt's intercepting hands away. He began to tease the growing bulge in the redhead's jeans.

The red head couldn't stop himself this time. A low moan escaped his throat as he felt Mello's hand move.

"Oh, you like that?"

"W-what the hell d-do you think?" he shifted slightly, trying to get more contact.

Mello moved on top of Matt, pinning him down. He worked blindly at removing the other man's pants. "You're the girl."

Matt thought about that for a moment. Now he COULD push Mello off the bed and go to sleep or he could sit here and enjoy it. 'Him and his inferiority complex...'
"Whatever, Mel."

"Hey, don't make me do all the work here. Take your damn pants off." Mello sat back enough so that he could watch Matt strip himself. It was weird how much he himself was enjoying this…

Matt quickly unbuttoned and unzipped his pants and pushed them down. He was left wearing only his boxers like Mello.

Mello put his hand to Matt's thigh. "Very nice, Matt," he said, meaning Matt's body. He took a moment to look over the redhead's flesh before cocking his head to the side; he was thinking now.

Matt saw this; it was worrying. "What is it?"

"I'm not sure how I wanna go about this. I could do it quickly and give you what you want--" he grasped Matt's length through his boxers "-- or if I want to do it slowly."

Matt groaned as his friends hand grabbed at him. At this point he just didn't really care what the other man did, he just wanted him to do it!

Mello smirked and watched Matt's weak attempts to bring himself pleasure. "Shit, Matt, if I knew you were this much of a slut, I would have brought a ball-gag with me," he teased.

"Shut the fuck up and get on with it already. Too much talking is a turn off."

Mello shrugged and tore off Matt's boxers. Feather-light touches gave way to heavy strokes, which brought nothing but moans from the redhead.

'How far am I going to take this?' Mello was wondering. He knew that he had passed the point of no return, and what he had started he had to finish. But just HOW he wanted to finish it was the question.

Matt was breathing heavy now, it felt damn good. The only thing that was creeping him out was the fact that, well, this was MELLO. They had grown up together. This shouldn't have even been happening. But it was, and he wasn't gonna stop it. He moaned again and bit his lip.

Mello felt himself growing hard and grit his teeth; it was awful to realize that he was as easily turned on as Matt was. But Mello managed to keep his ego intact by ignoring his hard-on and focusing on the writing man beneath him.

Hips were ground together in equal rhythm, which brought muted groans from both young men. They still weren't sure why this game had started, but to stop now was, again, impossible.

Matt hissed at the press of his hips against the blondes, he hadn't felt this good in a while. This was the closest he and Mello had been since he had left. "Mello, hurry-" he hissed through his teeth, he was getting close...

"I-It's gonna hurt, yknow..."

"I-I figured as much."

Mello pulled away enough to pull off his boxers. With only a brief kiss as warning, Mello pushed himself inside Matt.

"S-shit..." the blonde said through gritted teeth. Matt was nothing if not tight.

Matt only just bit back a scream. Fuck, he knew that Mello going in dry would hurt, but DAMNIT! He felt the other man push himself in further.

Mello buried his face in Matt's neck as he moved carefully, not wanting to hurt his friend TOO much; time for sadism would come later.

Matt's lip was now bleeding from him biting down so hard. He wrapped his fingers around Mellos blonde locks pulled him close.

"Mel...move a little faster..." he said, giving him a quick kiss.

Mello followed orders for once and pounded deeper into Matt, seeking out the man's spot. His brain was feeling fuzzy, confused, and he knew that hours from now, he would look back on this encounter and wonder 'what the hell was I thinking?'

Matt was seeing stars. He pulled harder at the blonde hair and moaned. "Fuck...ngh...right there Mel..."

Mello just about lost it; the noises that Matt was making were just too seductive. "A-are you close?"

Matt could only nod.

"So soon?" the other teased. Mello had amazing stamina, as it were. With a careful hand, the blonde gripped Matt's length, running his thumb over the tip.

"S-shut up," the red head stuttered with a smile. For his first time being with a guy, Mello was pretty damn good.

Mello smirked and pressed his lips to Matt's in a crushing kiss.

Matt sighed and deepened the kiss.

Teeth bit tongues and lips, drawing beads of blood that only heightened their lust. In no time at all, it was these kisses that eventually brought both men over the edge.

Mello fell, breathing hard, onto Matt's chest. "Well shit..." was all he could think to say.

Matt draped his are over his eyes and grinned, exhausted. "You sure...you haven't done this before?"

Mello sniggered and carefully pulled out of the redhead, instead lying next to him. "Nah, that was my first time with a dude. But I've done it enough times with chicks to figure it out."

"So...you lost your man-virginity to me? Well, that's nice to know."

"Yeah, just don't go braggin'," Mello laughed. He got out of the bed to grab himself a chocolate bar and a cigarette for Matt. "Here," he said, tossing the cig and the lighter to him, "figured you'd like to smoke after sex."

Matt sat up in the bed and lit up the smoke.
"You know me all too well," he said as he took a deep drag. He started to cough.

Mello rolled his eyes. "Why do you smoke those if all they do is make you gag?"

He tried to catch his breath, "Because it's addictive. And it makes me look cool." He tried to give the blonde a cocky look, but he started to cough again.

Mello only laughed at him. "You've been smoking since you were twelve and you still can't hold your smoke. Go figure." The blonde pulled on his boxers and fell back into bed to eat his chocolate.

Matt took a deep breath before answering, "Dude, I'm just lucky I don't have lung cancer by now." He then took another drag and blew the smoke over at Mello.

Mello made a face and waved his hand around, trying to dissipate the smog. "Keep that shit up and I'm sleepin' in my own damn bed."

"Yeah, yeah, yeah..." the gamer smiled and started to flip his lighter between his fingers.

Mello leaned back against the headboard, stretching out his long legs. He was silent for several minutes as he at his chocolate treat. They had gone so easily from sex to friendship...the transition was almost seamless. Did that mean they could survive the friends with benefits shit? Mello sure hoped so, because he needed Matt on his team if they ever hoped to catch Kira.

Matt chuckled and tapped the ash onto the floor next to the bed. "What's up? From the smoke coming out of your ears I can see that you're thinking about something."

Mello took a moment to answer. "I'm just thinking about Kira again..." It was the simplest answer he could give.

Matt sighed, "You keep worrying like that you're going end up with an ulcer."

"Hey, fuck you. I have to worry about it. I can't let that bastard win..."

"I know man, I know." He took another drag and let silence fall between them.

After finishing his chocolate, Mello settled back into bed and cuddled up close to Matt's side. "I'm going to sleep now," he announced.

Matt nodded, still smoking. "G'night Mel."

"You're going to sleep now too," the blonde added bossily.

Matt looked down at the blonde and frowned, "Let me finish my smoke first. Geeze..." Matt took another deep drag and snubbed out the burning butt.

Mello offered a smirk and pulled Matt down onto the pillow as well.

"Never took you to be a cuddler Mello."

"Shut up."

Matt complied, but continued to snicker. He pulled himself closer to the blonde and gave a chaste kiss before closing his eyes.
"Good Night, Mihael."

"Night, Jeevas." Mello closed his eyes in silence for a moment. "Oh, and we're not making a habit out of this cuddling thing."

"Whatever you say Mello, I'm not the cuddler."

"I WILL shoot you."

"If you were going to do that you would have done so by now."