Disclaimer: Not connected to Powerpuff Girls or Cartoon Network in any way.

Author's Notes: Tired....which means good writings apparently. -.- Adult themes in this chapter!

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Buttercup was on edge all day and the other girls noticed it too, watching her eyes dart nervously around her no matter what she was doing. The more and more night approached, the more they saw her energy spike. Blossom found it a bit annoying as Buttercup zoomed around the house, doing her chores at record speed along with the ones of the other two girls. Bubbles simply worried as she remembered how depressed she had been this morning. The change of energy and attitude was disconcerting to the blue eyed girl.

But, the day went on as par usual in the Utonium household for the summer. Professor Utonium spent most of the day in the lab, working on his new creations. Blossom, who had been freed from her chores, talked on the phone to countless other girls, giggling about the boys at their high school. Bubbles kept a close watch on her sister while trying to seem relaxed, even going out to tend to her small garden she had created a few years back as part of a school project.

The air of the afternoon was warm and sprinkled with the smell of cut grass, chlorine from pools and flowers, bringing a sense of calm to the blonde. She knelt before her garden, which had grown from a simple patch of dirt with a few weeds to the rainbow of foliage it was now. A soft smile graced the rounded face of the girl as she watered her colorful friends.

"Are you thirsty? It's been warm, but not too warm lately." She cheerfully talked to her flowers. A sound of crashing brought her attention back to the house as she thought of Buttercup, her smile fading a bit.

"I'm worried about her. She's been so distant and far away and now, she's acting funny." She talked to her flowers, playing with the petals of an orange poppy, stroking it as one would a tiny kitten.

"I don't want her to get hurt." She sighed, then looked over the garden, which now shimmered from the water droplets.

"Buttercup..."

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It was one of the hardest and longest moments Buttercup felt she'd ever been through as she watched to make sure her siblings were fast asleep. Her heart was racing and she'd put on real clothes under her pajamas this time, making them easy to slip out of. Once she was sure that the two were out, Buttercup quietly slipped out her window and flew at lightning speed back to the city.

Once she arrived at the spot they had been in the night before, she looked around nervously for him to appear. When realizing she was alone, Buttercup blinked and looked at her watch.

11:00 PM.

"Fuck!" She cursed, then sat upon the grass, annoyed. She couldn't exactly go back and climb back into bed until 1 AM, but he wouldn't be here for another two hours.

'Genius, ditz.' She thought to herself as she settled into a grassy spot, looking up at the sky that peeked through the branches of the trees. It felt nice to really enjoy the spot since she wasn't crying her eyes out this time. The memory made her cheeks redden with embarrassment, but with that memory came the one of him holding her. Her eyes drifted closed with the pleasant feeling that was slowly washing over her with his memory, catching on more details that she had overlooked from just waking up, remembering how warm and safe his arms felt locked around her. She began imagining she were back in those arms, hearing him whisper....

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Somewhere around 12AM, Ace made his exit from the shack, his heart beating strangely quick. He himself didn't know why he'd written the note, whether it was to see her again or just tell her it was something that couldn't be. Yes, that had to be it, he told himself as he walked to the spot. Although, he had nothing to be nervous about, so why was he? He pondered this as he lit a cigarette to calm his nerves, watching the city quiet.

The boys had noticed his change in behavior, Ace seeming much more on edge than he'd been in a while, snapping at the boys and baring his fanged teeth at them with the slightest annoyance in his direction. When he wasn't near biting their heads off, he was layed out on the tattered couch and looking out the window with the cat sitting peacefully on his stomach, being stroked absently. It was very much unlike their boss and left the rest of them to ponder his oddness. Snake, who had worked so close to Ace, was brave enough to venture forward and ask him what was up his ass, simply earning a snarl and a hit much harder than he'd ever experienced in the past. The lanky man of 25 now brooded angrily in the shack after he had watched Ace leave, the others to preoccupied in their activites to notice. He had the strangest urge to follow, but he knew better than to interfere with Ace's goings on outside of their gang. Still...

Ace had now made it to the park and his nerves still had not calmed, not even after 3 cigs which left his mouth dry. Putting out the last one and spitting over his shoulder, he took in a deep breath and rehearsed the words in his head of what to tell her.

"You know, I like yous, but I can't....You know how some things just don't work...Um, how would you feel...Agh, this is fucking stupid!" He cursed at himself as he walked, unable to gather his words properly. He also had a small fear that she would beat him to death if he told her, not intentionally, but just from emotion. Ace sighed softly as he stopped just short of the spot he was supposed to meet her at and leaned against a tree, closing his eyes as he gathered his words.

"Won't work. " He said to himself and nodded, continuing his way to the spot where he found...Buttercup asleep, snoring lightly as she lay on a soft patch of grass.

A sweatdrop fell down the side of his face as he sighed and sat down next to her sleeping form, lighting up another cigarette.

"Jesus. She comes out here and waits for me and is asleep when I get here." He sighed, then took in a drag. Ace debated in his head the safely of waking her from her sleep or just letting her sleep and not getting a damn thing done like he wanted tonight.

"Ain't this a bitch." He muttered, then looked down at the dark haired girl. She looked really serene, which was a huge change from her usual snarl she wore when fighting. Her cheeks were flushed a bit. Instead of pajamas, she'd put a tank top, the arm of it that was currently slipping down her shoulder, revealing a slender collarbone that led to a lean muscular arm. Small breasts that were not big enough to merit a bra, Buttercup being the latest of the three to blossom, were curved out by her shirt. The waist of it had ridden up a bit, giving him a peek of her toned stomach. Small curves of her hips were accented by the pair of shorts she'd wore to avoid the heat of the night, slender legs crossed over each other. Ace's heart rate picked up as he turned his gaze away from the girl.

"You can't be checking her out, she ain't even legal yet!" He whispered to himself, nearly biting down on his cigarette.

'But you know she ain't bad lookin'...' A voice in his head he knew VERY well spoke. 'Yous could get away easy with a chick like her...and I bet she's still all tight for yas.'

Ace ruffled his hands in his hair frustratedly. "Shut up! I don't need this shit right now!" He told the voice in his head.

'Oh yeah? When was the last time yous got some action? When Snake was "drunk" and offered you that blowjob?'

"He's always been a little swishy. And that's not the point!"

Ace arguing with himself brought Buttercup out of her sleep and she stirred, looking up at him as he neglected to notice her awaken.

"Look, I ain't doing it. She's pretty, but I can't do that to...."

"You think I'm pretty?"

The voice he heard startled him as he fell backwards, eyes huge to the point of being revealed despite his shades.

"When did yous wake up?" He blinked as Buttercup sleepily crawled towards him, somehow managing to get over his body, hovering above him.

"Do you really think that?" She looked at him with sleepy and desire-filled eyes. Sweat dripped down his face as he looked up at the Powerpuff girl, his heart racing from both want and panic. 'Shit, shit, shit...' He thought as he searched for words.

"Buttercup, you know you look good..." He stuttered out, hands digging into the grass underneath him to keep them still. His eyes caught the slight drop in her neckline, giving him a decent view of her chest.

Buttercup herself barely knew what she doing. Normally, there was no way in hell she'd get near a man like this, practically offering herself to him. But, something called her to him that made her blood run boiling hot inside her and throw caution out the window. Her hands tangled in his shirt as she tried to respond.

"Please..." was all she could manage to get out, choking on her words as she stared at him, eyes growing larger by the minute.

Ace knew what she meant, or thought she knew. Everything in his brain told him this was dangerous, that he'd hurt her, that she'd hurt him, that someone would find out, that the boys would try and kill her, that....

His thoughts were cut off as her mouth touched his, washing away all thoughts outside of what was happening right that second. He couldn't help but kiss back, claws digging into the ground to keep from touching her. For a brief moment, he felt her grip actually rip into his shirt and create holes, but it was quickly forgotten as her body closed in on his, laying on top. Despite his best efforts, the male hormones in his body has kicked in and created an uncomfortable tightness in his jeans, which was now pressing into her. Buttercup went bright red at the feeling, but it did nothing to deter her from kissing him. Giving up resistance, Ace's hands finally left the ground and he left one to tangle in her short hair, the other pulling her closer.

Out of breath, the two broke the kiss and stared at one another, panting. Somewhere in the kiss, Ace's glasses were knocked aside and they stayed in one another's gaze, unsure what to make of what had just happened. Their hearts raced and bodies hummed with arousal as another heavy kiss began, both participants sharing the same thought.

"If it's so bad, why does it feel so damn good?"