Memphis had searched every nook and cranny of the hotel and Phil was nowhere to be found. She had tried his cell phone but it had gone straight to voicemail. She needed to talk to him. It had been three weeks since they had sat in the middle of the ring in an empty arena and shared a kiss after he had professed romantic feelings for her. After that night, the implication had been that the two were going to be a couple but such inferences had left Memphis feeling uncertain about the situation. She liked Phil a lot. He was a nice guy, really funny and sweet. And he obviously really cared about her. She cared about him too but her heart was conflicted. The last thing she had ever wanted or expected was a workplace romance. That just seemed to complicate things. It made her feel weird inside. Phil was attractive and the two shared a connection but a part of Memphis liked them better off as friends. On the other hand, she missed having a man's attention in her life. She had been so focused on her career that everything else had fallen by the wayside. Her heart had been closed off and she had started to accept that. Maybe that was a bad sign. Maybe it was time to give companionship and possibly a little more, a chance.

Confused by her own feelings had only translated into her being hot and cold. She knew Phil was feeling the temperature variations. Sometimes it was hard to act normal around him. He wasn't one for huge productions of PDA but even the subtle and private touches and kisses made her uncomfortable. It had resulted in a strain between the two, which was the last thing Memphis had wanted. She wasn't sure what she wanted from Phil but she was sure that she didn't want things to be awkward. She missed his company and as she rounded the entrance to the lavish hotel gym, she saw him sitting at the bicep trainer machine doing arm curls. Even with earphones on, she could hear hard rock music blasting.

"I have been looking all over for you," she gently shook his arm.

Phil looked up and nodded an acknowledgmet, removing the earphones and using a towel to wipe the sweat from his brow.

"And here I am," he said rather nonchalantly.

"It's late," Memphis observed, nervously shifting her weight from side to side. "It's almost three in the morning. I thought you would be asleep by now. I, um, I tried to go to your room but nobody answered…"

"I couldn't sleep," he shrugged. "Not tired. I realized being on the inactive roster is no excuse to be lazy in the gym. After all, if I don't watch my figure, neither will the ladies."

She smiled at his lame attempt at a joke.

"I missed you after the show."

"Yeah, I, um had production stuff to take care of with Jerry and Cole."

"Oh. It's just that you usually shoot me a text or drop by my room afterwards."

"It's no big deal."

"Well, I missed having you around," she tried to smile.

"Tonight?"

Memphis frowned.

"What?"

"You said you missed me. That's tonight. What about tomorrow when you change your mind and don't want to be bothered?"

"Punk," she said, surprised.

He finished his exercising.

"Things have been kind of hot and cold lately."

"Is that why you're avoiding me?" she asked carefully.

Phil took a sip of his water.

"I'm not avoiding you, it's called giving you your space. Look, Memphis, I'm not stupid. I can take a hint. I know things have been different between us ever since L.A. I get that. What I told you is true. I do like you as more than a friend but if you don't feel the same way, that's cool."

"Punk…"

"You just seem really uncomfortable and that 's the last thing I wanted to happen."

She closed her eyes.

"Me too. Listen, I'm sorry…"

"You don't have to be. You win some, you lose some, right?"

"It's not like that."

"Then what is it like?" he asked.

Memphis opened her mouth to speak but the words wouldn't come out, not at first. She took a seat beside him and blew out a breath, resting her weary head on top of his sweaty, bare shoulder.

"I don't know," she sighed. "Would you believe me if I told you I can be a total flake sometimes?"

The corner of his lips turned into a smirk.

"I'm listening…"

"I like you. You're a nice guy."

"Nice guy? Yikes, that's sounds like the kiss of death."

She playfully swatted at him.

"That's not what I mean. This is just different for me, you know?" she said quietly. "It was kind of unexpected between you and me. I guess I'm still trying to process it all."

"Is there even a you and me?" he asked point blank.

For all the charm, sarcasm, and quick wit that was CM Punk, there was something vulnerable and oddly sweet about Phil Brooks. She still didn't know if she was ready for a relationship but she knew that he was into her. She liked having him be a part of her life. She liked the fact that he wanted her. Staring into his eyes, Memphis leaned in and kissed him.

A few feet away, a lone figure bounded down the hall. He threw a towel over his shoulder and headed to the gym. It was another one of those restless nights for Randy Orton, and that had become more and more frequent. His attention span was non existent and the clubs, the parties, the women and even the men who looked up to him in the locker room couldn't change that. Randy felt filled with pent up aggression. Unable to sleep at three in the morning, he decided to go work out in the hotel gym.

Rounding the corner, he put his hand on the knob to turn it but stopped when he heard commotion coming from inside. He peered in. The gym was well lit and he had a near perfect view inside. Already there was Phil Brooks. Randy rolled his eyes. The two men had never been friends. In fact, Randy found Phil, his straight edge lifestyle and loser rock music sort of weird. And if weirdos attracted weirdos, he had met his match in Memphis Kramer. Randy shuddered as he saw her sitting next to him. They were speaking in hushed voices, tones too low for him to hear so he studied their body language.

Memphis was kissing him and it made Randy throw up in his mouth a little. He had heard rumors that the two were together and that only made sense. They were each other's only source of company on the road so it was only natural that they gravitated towards each other. Phil may have loved to flaunt his staright edge ways that included no drinking, drug use or promiscuous sex but it was common knowledge in the locker room that he wasn't one to turn down pussy. Granted he didn't go looking for it like some of the other guys did but CM Punk was no virgin.

Randy sat his gym bag on the floor as he stood quiet as a mouse. Memphis was so damned transparent that it was pathetic. The kisses she planted on his lips lacked passion and were filled with pity. The affection seemed awakward and forced. He could even tell by the way she nervously stroked the back of his neck. It had probably been a long time since she had been laid and she was torn between that feeling of wanting to get some but not make a huge mistake. The Viper chuckled to himself. So typical.

They continued to talk and she seemed to be laying it on thick, reassuring him somehow. Phil was a weirdo but he was no dummy. He sensed her trepidation, her insincerity even. He wasn't convinced even as she stood to walk away. Randy watched as Phil's eyes followed her. Then he reached out his hand to stop her. Memphis halted dead in her tracks, closing her eyes. Now it was her time to convince herself that whatever happened next was the right thing. Phil stood and dropped his towel. He led her by the hand to a more private corner of the gym but Randy still had his voyeur's delight of a view. He kissed her lips and she kissed him back as his hands trailed down the sides of her tee shirt and skinny jeans. His tongue trailed down her neck and back up to her pressed his body closer into hers as her fingernails grazed the exposed flesh of his back.

Biting her lip with uncertainty, Randy watched her will herself to grab the hem of his workout tank and pull it over his head. The cotton garment was discarded at their feet as her lips softly nibbled at his shoulder blade. Phil let out a low moan, his desire growing as he pushed Memphs back against the wall. Randy's icy blue eyes widened as Phil removed her shirt and then her jeans. He didn't know if the douche bag had it in him but he kept watching as Phil kissed her neck, then her chest and finally her stomach. She wore a lacy white bra and panty set that matched, a sharp contrast to the granny panties Randy had always envisioned underneath the black slacks and stripes.

Her breasts were nice, full and round but not too big. Her stomach was taunt and flat, slightly rippled with abdominal muscles that shivered involuntarily as a tongue made its way down the smooth skin. He lifted her bent right leg and began smothering the inner thigh with kisses. Memphis moaned and just by her reaction, Randy could tell it had been a long time for her. She trembled with anticipation of what was to come and he was surprised when her right hand placed itself comfortably on the silky material that covered her mound. Phil's mouth made its way closer and closer, teasing her with each delayed second. Finally he pushed the material to the side and Randy's jaw tightened. A single "landing strip" of perfect cropped and trimmed hair led to her treasure box. Touching the two lips, Phil pulled them apart before stroking down her center. Her moans had turned to whimpers by now as she practically begged him to pleasure her.

He obliged by running his tongue all over the sweet womanly pearl between her legs. He kissed and licked it as she tossed her head back and writhed underneath the warmth and wetness of his mouth. Her hips bucked and he licked her harder and faster, gently pulling at the tender flesh with his teeth. The sound of Memphis' cries rang in Randy's ears. It intrigued him, she intrigued him and he couldn't turn away if he wanted to…not that he did. And as she pushed Phil back a little and sank to her knees, Randy soon found out that she wasn't the uptight, frigid princess he had mistaken her for. She pulled down Phil's workout pants without prodding, his cock stiff and erect, dripping with precum. She licked all around, the shaft and the head before lowering her entire mouth onto him. She sucked with gusto, a sight that caused Randy's own pants to tighten. Phil, the poor bastard, looked like he was ready to blow right there. Fucking amateur, Randy thought. Phil looked around and mistakenly thinking no one was watching, he sat his bare ass onto one of the workout benches. Randy frowned. That was why he was always so sure to wipe off the gym equipment before he used it…you never knew when two bored, lonely, pathetic, weirdo freaks were gonna decide to make their own porno in a hotel gym.

He sat down, unsnapping her bra and pulling her underwear completely off. She stepped out of them and he turned her around. Randy now had the perfect view of her face and best of all, she had no idea that he was watching her. Phil pulled her towards him and lowered her onto him. He wasn't that big so it didn't surprise Randy that she could take him with relative ease. She slid up and down the length of his cock, her wetness leaving a trail of slick sheen against his member as she glided and moaned her way to an orgasm that Randy described weak at best. After all it was Phil Brooks, CM Punk. When you looked at that guy, making a woman come wasn't exactly the first thought that came to mind.

Randy's eyes never left the two. Spying on his co-workers sexcapades wasn't his usual MO but there was something different about Memphis Kramer. As much as he hated her, he was equally intrigued by her. She consumed much of his daily thought process even if it was just thinking up more dastardly pranks and humilating schemes to pull on her. But there was something about this woman that he just couldn't get out of his head. Now he had seen her in the most intimate and private of moments. And it only further fueled his infatuation. She was his obsession.