DISCLAIMER*** This chapter is a flashback to Fionna and Marshall's first night together.

Chapter 17: what was left unsaid

"Your breath is gross," Fionna slurred as she leaned against Marshall's arm. He chuckled as they walked down the hall of his apartment building.

"Not as gross as that nasty attitude you have," he snarked and she giggled with him.

"Mm-mm, everything about you…so gross," she chortled and rolled her neck, moving her hair out of her face and exposing some of her skin. "Makes me wanna vomit," she grinned. Marshall rolled his eyes and stopped in front of his door.

"This your place?" She asked with a burp.

"Uh, yeah. It is," he replied. They looked at each other and came to the realization that their night was drawing to an end. Fionna's hand on Marshall's arm tightened and her head started to pound. She closed her eyes and put her hand to her head.

"Mmm…" she hummed and ran her fingers through her long hair. Marshall watched as her curls bounced and settled over her shoulders perfectly. The golden blond contrasted against his dark jacket he draped over her when they were outside, yet her flushed face blended with her hair so perfectly. Her rosy lips had been abused by her teeth. Patches of dried skin peeled off to reveal red and raw spots that stood out against the natural pink. Despite the strong smell of alcohol between them, he was entranced by it and found her bitten lips so enticing.

"You okay?" He asked. She blinked up at him and let her hand fall from her hair.

"Yeah…I just don't know if I'll be able to get home from how wasted I am," she sighed and leaned her head against his shoulder.

"You wanna come in for a bit and get some Advil?" He offered. Fionna nodded and let him lead her in to his cozy apartment. It wasn't anything too fancy and was definitely smaller than hers, but for some reason she really liked it. The atmosphere he set was warm and welcoming. There was nothing intimidating or overly complicated like a few things in her apartment. No elaborately designed pillows or surplus of furniture. His TV was small and his walls were a warm color she couldn't quite make out in the dark.

"Hold on, lemme get the lights," he said letting go of her arm.

"Marshall?" She murmured as he closed the door.

"Hold on," he repeated and made his way through the dark room. A second later the room was lit by a radiant lamp next to his beaten up couch. His coffee table was trashed with sketches and a combination of empty beer and pop cans. His living room was directly connected to his kitchen where he stumbled his way over to. Fionna blinked slowly, starting to feel more numbness from the alcohol. It was only when she looked down at the floor did she register why he was stumbling so much. There was an assortment of things scattered across the floor. Old shoes were left in front of the door, and paper was over flowing from the trash bin. That plus the cramped-ness of his apartment made it a little difficult to maneuver through.

"I thought you were a rich boy," she said and started making her way to his kitchen.

"Ah, no. My dad is a rich boy, I'm just the son that inherited his sloppy habits and with no maid to clean up after me," he told her and filled up a glass with water. She giggled again and leaned against the counter.

"But, I promise my bed is very clean. My bedroom not so much, but I make sure to wash my sheets frequently," he winked at her as he handed over the water and Advil. Fionna smirked and accepted the items.

"Something tells me you have to from how often they get dirty," she said before taking the pills. He laughed and took the glass from her when she was finished before dumping it out in his sink.

"What makes you think that? I thought it was obvious how much of a saint I am," he joked and crossed his arms over his chest. Fionna bit her lip again, but not because of dry skin this time.

"I caught on," she smiled. Fionna couldn't process her words. Normally she would say something like, "yeah right, if you're a saint I'm a devout sinner," and slap him. But for some reason she didn't refuse the bait. She took a bite.

"What exactly did you catch on to?" He asked in a low voice while coming closer to her. His arms fell from his chest and let his hands hang by his sides. Fionna noticed just how close he was. She could see every single freckle on his tanned skin and between each of his eye lashes. She could feel his body and the little distance there was between him and her. Her eyes were fixed on his as he waited for her response.

"I caught on to how much you like to fuck," she answered rather bluntly. Marshall laughed, his body shaking and his grin stretched even wider with amusement.

"What's so funny?" She questioned with a smile on her face as well. He settled down after a moment and took a step even closer, his fingers starting to intertwine with hers.

"I don't like to fuck…" he murmured and leaned down to her face. "I love to fuck," he corrected. Chills ran down Fionna's spine as she stared up at him with heavy lidded eyes. She could feel the lust start to infect her as his warm breath brushed against her bottom lip.

"Most of all, I'd love to fuck you," he continued and moved to whisper in her ear. Fionna's heart raced as his hand fully held hers.

"Would you mind if I did? Can I fuck you? Can I…kiss you?" He asked and nuzzled against her neck. "Can I touch you?"

"Ah…M-Marshall," she stuttered, the heat from his mouth lingering on her neck.

"I'm not gonna do anything until you say yes," he mumbled and kept his face close to hers. It took her a moment to find her tongue before she stuttered out a yes, her body standing ridged in front of him.

"Shh…relax and try again," he soothed. "Answer me: can I touch you?" He asked.

"Yes," Fionna replied sternly. Marshall placed his hand on her waist and gently pushed her closer to him. When their bodies touched, Fionna couldn't help but gasp slightly.

"Now, can I kiss you?" He questioned.

"Yes…of course," she nodded. He pressed a calm kiss to her neck and up to her mouth where he lingered. His lips started out calm, but it wasn't long before he got rougher and rougher. She felt his hand leave hers and move to cup her face as his tongue made her lose all feeling in her legs. He bit on her lower lip as he pulled back to look at the lust-filled girl in his arms. She had started to breath heavy when he was kissing her, and didn't ask for more out of embarrassment.

"Can I fuck you?" He asked finally. She nodded and watched him smile and chuckle before leaning in to kiss her once more.

Fionna's memory was a blur after that. She remembered being carried to his bed and him flinging her clothes all around the room. The next solid memory she had was with his hand down her panties before slipping them off and tossing them near his pillows. His chest was bare, and his eyes were filled with a burning desire to touch her. He smirked at her lewd expression and resumed his hand between her legs. The blond gasped and shivered. Her senses were dulled by the alcohol, yet every time he touched her it was like being struck by lightning. She dragged her nails up his back with his fingers deep inside of her. Her cries of desperation were torturing Marshall as well, and he could barely stand it anymore. He kissed her neck, adding to the various hickeys he had already left, and leading up to her lips. She moaned in to his mouth and let his tongue overtake her.

"Fuck…fuck!" He groaned and squeezed her breast in his free hand. Fionna whimpered and gnawed on her bottom lip more. She had no idea where her bra had gone, let alone her skirt and blouse, and she could barely recall him tossing her panties earlier. Every time she tried to focus on something she was distracted by the feeling he thrusted in to her. She could tell this wouldn't be the best sex she ever had, but it would still be good. There was nothing about him that made it good, just what he was doing. It wouldn't matter if it was anybody else. She gasped when he pulled out his fingers and watched him lick them off. It kinda grossed her out, but it wasn't important. What was important was how fast he can get the fucking condoms.

"Damn I can't wait to feel you," he growled in a husky voice. She giggled up at him as he reached over to his nightstand and pulled back a condom.

"Hurry up, I'm waiting," she purred and rubbed her legs against his waist. He bit his lip and instantly started to tear off the foil with his teeth and roll on the condom with shaking hands.

"C'mon, I need you now," she coaxed and pushed him closed by crossing her legs over his back.

"Shit!" Marshall hissed as she rubbed herself against his length. He instantly started to push in and groaned at the warmth he found inside her. Fionna cried out and panted for air, gripping parts of his skin and digging her nails in so she drew blood. She whined and whimpered as he pushed in and drew out at a sluggish pace. His brain was instantly fogged up with pleasure, slowly rocking back and forth until he felt the need to go faster and faster.

"Fuck!" Fionna moaned and threw her head back against his sheets. She was so warm, so wet, that he couldn't handle how fucking fantastic it felt. He panted like a dog as he pushed faster and faster, his skin sliding and hitting against hers. Fionna's toes curled and her hips started to roll against his as well. Marshall lost track of time and everything around him, but it didn't take him long to attack her breasts and neck with kisses and slip his hand between them to focus on her clit. Fionna choked on a gasp once he stroked her and nearly melted in his arms. Her nails dragged all the way down to his arms as she arched her back and body in to his bed. Her fingers gripped his wrists so hard her knuckles turned white. She could barely choke out a few moans and gasps, but was mostly silent from how over whelming the pleasure was.

"God, Marshall!" She groaned and pressed his back closer to her again. He grinned and clasped his mouth over her nipple, pressing his tongue against the sensitive nub and enjoying the sounds of her skin. Fionna moaned when he slammed his hips in to hers. She felt so close, and struggled to keep herself grounded. She remembered how it felt when she finally came and her voice froze as he fucked her through her orgasm. The overwhelming feeling of pure pleasure and heat washed over her and it finished off with the warm feeling inside of her when he came shortly after her.

The blond took some time to catch her breath. Her brain was still too mellowed out from the beer for her to fully process what had just happened between them. His chest heaved against hers as he continued to kiss her neck and cheek. She didn't have the strength to tell him she was too tired, but soon enough his trembling arms gave out underneath him and he flopped down on top of her. Marshall nuzzled against her neck as she twirled her fingers in his thick dark hair. A chuckle escaped his throat and he lazily pulled out and tied off the used condom. Fionna watched from where she was as he stumbled to his trash can and back on top of her. Another laugh bubbled from his mouth as he pressed a kiss between her breasts.

"What are you giggling about?" She asked.

"It's funny…not too long ago you were totally pissed at me, but now we just fucked," he mumbled and kissed her skin again.

"That's 'cause you got me drunk, you dumb ass," she teased and conked him as hard as she could with the little energy she had left.

"You want some more?" He asked.

"No thank you, you fucked every last ounce of energy out of me," she sighed and laid her head back on his sheets.

"I was talking about beer," he told her.

"Oh…yeah sure," she sat up as he crawled off her and lead her back to his kitchen. After that neither of them remembered a thing, but Fionna could barely remember kissing on his counter. Anything after that, was left unsaid.