So this is the chapter that warranted the M rating ;)

Also, I've proof read it several times since it was first written but the last time with a nasty flu and a bit of a fever so if I let slip a lot more mistakes or grammatical errors than usual, that's probably the reason! I'll probably re-read it all in a few days when I feel better and make corrections if necessary but I didn't want to leave on a cliffhanger for too long ;) )

Next chapter should be up some time during the week-end unless Friday's episode killed me! (Are you ready? Because I'm not ... I'm preparing for the worse and still hoping for the best but I know it's going to kill me either way!)

Fitz had imagined a thousand scenarios in which he would confess his love for her. In all those scenarios, Trip and Jemma would already be broken up. Sometimes, it would involve him showing up at her door with flowers but, most likely considering he wasn't exactly brave when it came to talking about feelings, she'd be the one making the first step and ask him out. Actually, he'd quite have liked that. But what's sure was that none of those scenarios included him literally shouting his feelings at her face and making it sound like it was the most horrible thing that ever happened to him. And somehow it was, but it was also the most beautiful one.

Seeing the bewildered look in her eyes, it wouldn't have surprised him if she decided to leave or scream back at him or even slap him, but when he felt her hand on his cheek, her fingers gently scratching his stubble, it was the softest and yet most electrifying contact he thought he's ever had with anyone. And still, it was nothing compared to the feeling of her lips against his a second later. And at this moment, all the beautiful declarations he's ever made about friendship and loyalty and how his brain could always overpower his body, flew from his mind and he kissed her back in earnest. He wound his arms around her waist to pull her closer just as her other hand moved up from his chest to end up in his hair. Their lips glided languorously against each other at first, like they couldn't believe it was happening after longing for it for so long, but then she let out a soft moan and it emboldened him, gently biting at her lower lip before grazing his tongue to soothe the sting. Going up on her tiptoes to bring her face closer, she parted his lips with her tongue and as she deepened the kiss, he lost track of time. It could have been a minute or an hour when they finally parted, dazed and panting. Fitz's hands were still on the warm skin of her waist and he couldn't have said if he purposefully slipped them under her shirt or if the thing had just ridden up as she locked her hands behind his neck but it felt heavenly and he never wanted to take them away.

All this time, he'd kept the unlikely hope that kissing Jemma would be less than brilliant: weird or with a lack of chemistry maybe. That would have solved all his problems and they could have become very good friends. But of course, it was none of that, it was possibly the most amazing sensation he'd ever felt and it left him shivering with pleasure. It was like he was kissing, really kissing someone for the first time, all the other kisses having only been pale dreams and fantasies. It was bloody illuminating, exhilarating and incredibly arousing at the same time.

Still not ready to look her in the eyes, he kept his eyes closed and rested his forehead against hers, taking a deep breath to center himself. He knew it was his last chance to act like the friend Trip deserved to have.

"Jemma … it's not right … I should stop now …" He started but she chose this moment to look up at him with dark hooded eyes and he could only meet her in the middle when she kissed him again hard and urgently, molding her body against his and going so high on her tiptoes that she barely touched ground.

"Trip he's-he's …best friend ... always been there for me … should stop …" He managed to mumble between softer kisses as he weakly tried to step away from her, the warmth of her lips pulling him back like a magnet every time.

"But can you Fitz?" She cut him off. Her breathless voice uttering his name that way was so infinitely sexier than the pleasured moans still haunting his dreams and he literally whimpered. "Can you stop now? I know I can't. I've never wanted anything more than this in my life and now that I know what it feels like …"

"God Jemma …" He breathed out against her lips before capturing them again in a heated kiss, nibbling and biting and licking into her mouth, her small whimpers making him feel drunker than any alcohol ever could. Ghosting her mouth once, twice more, he finally broke the kiss with a desperate sigh.

"Fitz look at me …" She asked softly as she cupped his cheek once more, her thumb brushing the apple of his cheek lovingly as she already did once, and made him look up at her. "It's not just … this, something physical ... for me. I love you Fitz, not him, and he doesn't love me either, it was never going to last … I've never met anyone like you before, I don't think I can live without you any …"

It wasn't even her words that broke the last of his resolve, or his desire for her. Had it been only that, his brain would have eventually been able to overpower his body in order to preserve his friendship with Trip. It was the look in her eyes that did it. Earnest and full of that tenderness he'd gotten used to see there but also that thing he'd been too scared to put words on. But now, he knew what it was. It was love and it's been there for a shockingly long time. And he'd have so many questions for her but for now, she was looking at him like that and he wasn't strong enough to resist.

He crashed his lips against hers before she had the time to finish her sentence. This time, it was different, more assured and with a feeling of inevitability. With the certainty that nothing could stop them now except the unlikely early return of Trip, there was no more hesitation and no urgency, just the overwhelming desire that had been there for so long and which they were finally expressing. Fitz pulled her to him as close as he could and she arched her back, going on her tiptoes once more so that their faces were at an height as they deepened the kiss. Their tongues caressed each other and tangled until she released another moan into his mouth and he couldn't wait a moment longer to touch more of her. This time, his hands slipped under her shirt with intent, reveling in the feeling of the warm, soft skin of her naked back as he enveloped her almost completely in his embrace.

"Fitz …" She whispered against his lips as she broke the kiss and started trailing soft kisses down from his jaw to his neck, grazing the skin with her teeth here and there and even pulling his t-shirt to the side to reach his shoulder, slowly and almost methodically, until she found that very sensitive spot at the junction of his neck and shoulder that made him whimper. Feeling her smile against his skin, she redoubled her attention, nipping, biting and soothing the sting with the tip of her tongue. His body was reacting ridiculously fast to her ministrations and he needed to even the score. Letting his hands descend down her back and then even lower, he slipped them under the elastic of her knickers and palmed her arse. He squeezed it tightly a few times, almost as a reflex and more for his benefit than hers. He couldn't deny that he'd noticed her nice round butt before, through her distracting skinny jeans, but they felt even nicer than they looked. But then he let his fingers graze her skin as far down as he could and then around, feeling her shiver when he reached the extra sensitive skin of her upper thighs. She parted her legs a bit and smiling against where his lips were pressed against her temple, Fitz moved one hand and softly pressed his fingers where he could feel her hot through her underwear. She gasped against his skin and her hips thrust forward of their own volition against where he was already hard, the barrier of his own hand only adding more friction.

"God Jemma … this is …" He started before she pulled his face down for a kiss that was a little messy but incredibly hot as she started fisting his t-shirt and pull on it with an eagerness that sent another rush of heat down south and made him grab her arse and pull her flush against him once more.

« I know Fitz … it's never been like this … » She answered in a breathy moan when she broke the kiss and pulled away just long enough to pull his t-shirt over his head. He would have felt extremely self-conscious being half naked in front of her, especially considering who was her previous boyfriend -actual boyfriend really but he'd rather not think about it at the moment- but the way she looked at him with dark hooded eyes would probably be enough to fuel his usually small ego for months to come. When he saw her look down at the very obvious bulge in his jeans and her tongue darted out to wet her lips, he felt his heart quicken. He could only manage a small grin before reducing the space between them once more and pulling on her t-shirt. She lifted her arms up and then here she was, completely naked save for her knickers.

For a moment, she looked up at him, her skin flushed and heavy breathing doing incredible things to her breasts, but there was something else in her eyes: some kind of insecurity or hesitation like she knew it was probably his last chance to stop and leave and be, clearly not a good friend, but at least not a completely terrible one. But here she was, bare and exposed, not only literally but also metaphorically. He might have technically said it first but she was the first one to admit not only her feelings for him but her will to do something about it and really be with him. She'd been braver than he was and even though he didn't want to anyway, he felt like he just couldn't leave her now. She was doing this in all consciousness and he couldn't only think of her as his friend's girlfriend but as an independant woman, a woman he loved and who loved him, and wanted to offer him her body and her heart.

So as he moved forward, he took the conscious decision to be a terrible friend to Trip but to be, at least, as caring and tender as Jemma deserved him to be at this precise moment. He engulfed her in a tight hug she didn't hesitate to reciprocate and he could feel her let go of the breath she'd apparently been holding. They remained like this for a long time, simply enjoying each other's closeness and warmth as Fitz tried to convey that what they were about to do wasn't just about that for him either and how much he truly loved her.

At some point, he felt her fingers into his hair, gently grazing his scalp and slowly going from an affectionate gesture to what felt like something more sensual. Or at least that was definitely how his body was reacting. When her soft breath on his neck turned into soft kisses, he knew for sure that it was intentional and he saw no reason to stop her. He tilted his head to the side to give her more room and she chuckled softly before moving directly to that spot that made him whimper earlier. Not surprisingly, she was a fast learner, even in that area.

His own hands fell to her sides almost of their own volition, gently tickling the skin of her hips and upper thighs, grinning when he felt her shiver and smile against his skin. Then one of his hands strayed back towards the apex of her thighs and her smile turned into a small whimper of pleasure when he went further down and caressed her through her underwear, feeling her hot and incredibly wet already. With his other hand at the small of her back, he felt her whole body tremble and her breath getting ragged against his neck, apparently too distracted to keep on kissing him, and he took this opportunity to kiss her temple, almost getting lost in the intoxicating smell of her skin and her hair. Until she looked up and their eyes met once more, full of love and tenderness and completely darkened by desire.

"Fitz…" She simply breathed out before capturing his lips once more, the kiss growing in intensity as one hand wandered deeper between her legs, rubbing more firmly as he tried to find where she was most sensitive, while the other moved up to graze the skin of her side until it rested there, his thumb softly caressing the side of her breast, his gestures gentle and slow, like she might vanish if he pressed harder. They remained like that for a moment, strangely tangled in the middle of the living room but too lost in each other to even think about moving this somewhere else. One of her hands was still in his hair while the other had fallen to his shoulder blade and he could feel it tense every time his thumb brushed closer to her nipple or his fingers between her legs did something different. Until he finally parted her folds through the soft cotton of her knickers and rubbed at her swollen clit. She moaned into his mouth and broke the kiss for air. She attacked his neck almost immediately and the way she kept whimpering and panting against his skin as he worked between her legs was probably one of the best and most erotic thing he ever felt. His own arousal was skyrocketing and he was starting to realize that things would have to move along or he might not last.

Fortunately, she seemed to have the same idea because after letting out a pretty pathetic whimper that made him grin widely, she pushed him away. The next second, her hands were at his waist, undoing his belt, the button and zipper of his jeans soon following and then she pushed them down just enough to free his erection and get her hands on him.

"Christ Jemma …" He gasped, his own hands freezing for a moment as a white hot wave of pleasure rushed through his body.

Her hand was moving over him slowly but firmly and he couldn't help but rutt against it a few times before he regained enough brain power to force his eyes open. Holding her gaze, he hooked his fingers on the sides of her knickers in a silent question.

"Make love to me Fitz ..." She answered, her voice barely more than a whisper.

And so he pushed them down her thighs and fell to his knees to take them all the way down until she could step out of it. Looking down at him in all her glorious nudity and pale smooth skin, she looked like one of those pagan goddesses of love and for someone who'd never been religious, he thought he'd be fine getting to worship her for the rest of his life. Resting his hands on her waist, he pressed a kiss to her hipbone. Hearing her gasp softly, he pressed another, wetter kiss, lower and slightly more towards the center. And then another and then another until he reached the soft thatch of hair at her center.

"Fitz … What … you don't …" She started but it looked like she had lost the ability to form complete sentences and as much as he loved talking with her for hours, he found that he quite liked having that effect on her.

His hands had fallen to her hips and her hands had joined them there, holding on to it like he was the one keeping her steady as her breathing was getting louder and faster. Moving down he pressed another kiss to that extra sensitive spot he'd discovered with his fingers earlier and she moaned out loud. The sound was so addictive and he wanted more so the next time he pressed his lips to her, he parted them and got a first taste of her. It was musky and sweet and deeply erotic and he never wanted to stop. She clung to his hands and on his next pass, he found her clit and started licking at it with more intent. Her head was thrown back in pleasure and he was so entranced by the whole situation that he barely heard her when she uttered his name between sighs and soft moans.

"Fitz …"

When he stopped for a moment and looked up, she was looking at him with such a lustful unashamed expression in her eyes that he felt compelled to reattach his mouth to her, grinning when he felt her knees wobble with the intensity of her pleasure. He felt a little weird with his jeans half down his butt kneeling in the middle of the living room as he was pleasuring a fully standing Jemma and it would have only made sense to at least move this to the couch to be more comfortable. But the eroticism of it all was driving him mad with lust and every little noise of pleasure she let out only made him hungrier for her, rendering it impossible for him to detach his mouth from her anymore. As she seemed to edge closer to her orgasm, she became even more vocal and it spurned him on. Sliding his hand around to her bum, he started squeezing in time with the rhythm of his tongue on her center to quench the desire he felt for her. And finally after one particularly throaty moan, he felt her walls contract and her hands fall on his shoulders in a bid to stay on her feet as pleasure washed over her. When her hands unclenched and her whimpers stopped and he thought it was over, he took his mouth away from her and couldn't help laughing in mirth and disbelief at what had just happened. He wasn't used to being so bold during sex, and definitely not the first time. Feeling her weigh heavily on him as her knees wobbled, he quickly got up and held her tight to give her time to come down from this high.

"Oh God …" She whispered against his neck after a moment.

"I know I'm good but you can call me Fitz …" He replied and she burst out laughing. A wild, loud and uninhibited laugh making her sound like she was intoxicated and who made him happier and prouder than he's ever been. But then her hands were at his waist again, her movements frantic and hurried until they both found themselves fully naked. She took a moment to give him an unashamed once over, making him blush from the way she bit her lip in apparent satisfaction. How could she truly appreciate the way he looked after being with someone like Trip? His only vaguely defined muscles being in his shoulders and chest. But fortunately, Jemma didn't give him another moment to doubt himself because a second later, she moved to lock her hands behind his neck and in a coordinated move that was almost graceful, she jumped into his arms just as he was securing his hands under her thighs.

The next move wasn't so graceful though because just as Fitz tried to walk away and towards his bedroom, Jemma apparently had another idea and made him lose his balance to fall back into the couch. They burst out laughing when Jemma crashed against him with a big oomph. But then her legs naturally fell on both sides of his lap and the way their bodies fit so well together felt so good that they both moaned in perfect synchrony. Which of course made them laugh even harder.

"Jemma!" He whined as he cradled her cheek to make her look down at him. "You ruined my super strong guy move!" he added, barely able to contain his smile at the heavenly feeling of Jemma's skin all against him and she let out a throaty chuckle.

"Do you you want me to get up so you can try again and feel very manly?" She asked with a defiant eyebrow and a little grin that just made him want to pull her to him and kiss it away like he'd wanted to do countless times since he met her. And actually, considering what had already passed between them, there was no reason not to do it now, so he did. Wounding his arms around her back and massaging her skin from her shoulder blades to her glorious and perfectly round bum, he slanted his lips against her in a deep kiss. She let out a series of small pleasured noises as his hands worked on her tense back and his lips and tongue caressed and kissed and teased her until they had to come up for air.

"I think I feel manly enough like this Jemma …" He grinned, his voice low and his brogue made thicker by desire.

"Say it again ..." She replied and that was not what he expected.

"What? Your name?"

"Yeah …" She replied and her voice had such a breathy quality that it made him wonder if …

"Jemma?"

"Mmmhh …" She sighed and he chuckled incredulously.

"What … does it really work on you? Is it my …"

"It's both Fitz!" She cut him. "Always had a thing for your accent but with your voice low like this it's hum … nice, really nice …" She breathed out, her body pressing closer into the hard line of his cock and he thought he could even feel her tremble as shivers ran down his spine.

"Good to know …"

And then he was reattaching his lips to the skin of her neck, kissing and whispering sweet nothings and he couldn't believe how well it seemed to work for her. And when she started moving her hips, her hot center pressing and rubbing against his erection, it was so good he couldn't have said which one of them was moaning the loudest. His lips started to trail down her neck towards her collarbone and soon getting to the lightly freckled skin of her breasts. As he started peppering butterfly kisses on the sensitive skin there, the movements of her hips became a little faster and more desperate as she used her hands threading through his hair for leverage. Abandoning her hips for a moment, he couldn't resist moving his hands up any longer. He palmed one breast, gently massaging while his thumb stroke her nipple a little harder. His other hand gently cupped its pair while his lips finally captured the hardened point.

For a moment, Fitz felt like he had an out of body experience. Here he was in the middle of the living room, the most beautiful creature he's ever seen straddling his lap and throwing her head back in pleasure because of what he was doing to her. But most importantly, she loved him, really loved him. He was pretty much convinced that he would have to remain miserable for the foreseeable future until wether Jemma and Trip would break up and he would probably never see her again or, he sincerely didn't know if it would have been better or worse, they would get married and he would get to see her for the rest of his life married to someone else, his best friend of all people. But against all odds, this was happening and it was quite possibly the happiest moment of his pasty life despite the possibly dreadful consequences that would follow. He didn't know if it would happen again, if she wanted them to become a couple. It certainly felt like it but how could he be sure? If he was braver or stronger, he would have this talk with her before even more happened between them. But he might lose her come the morning and he might lose his friend as well whatever he did now.

"Fitz?" She asked, stopping him in his internal questioning and he realized she was looking at him with a little worry in her eyes. He must have been lost in his head for too long. "Is everything alright?"

"Yes … yes of course … I just … I can't believe I'm here with you like … like that …" He replied and her face softened.

"Me neither Fitz but … don't get into your head, just stay with me … enjoy this with me …"

"Ah …" He chuckled. "Don't worry, there's no risk of me not enjoying any part of this!"

"Good" She replied before pressing a soft kiss to his mouth, her tongue just grazing the seam of his lips but it was enough to remind him of his now almost painful erection and the way his body was just aching to be inside her. "Fitz, do you have …"

"Yeah yeah …" He said before reaching blindly to his left where he threw his jeans on the couch earlier, thanking five months younger Fitz for being a little optimistic for once and putting a condom in his wallet just in case.

Soon, he managed to extract the desired object and tear it open. He felt almost shy when Jemma took it from him with an hungry look he'd probably never get used to seeing on her face, and proceeded to slowly, teasingly, roll it on him. From the small grin tucking at the sides of her lips, he knew she must have been enjoying the way he shivered and whimpered at her touch.

And finally, with his hands on her hips, she lifted herself up and fell back on him, his cock slowly stretching her walls until he was as deep as he could be. Remaining like that for a moment, she palmed his cheek and captured his lips in an achingly soft kiss and his arms wound themselves around her back, feeling like he was in real danger of being overwhelmed by the infinite tenderness she was expressing and the equal amount he felt for her.

"I love you …" She whispered when she broke the kiss and before he had the time to answer, she started moving against him and he let himself drown in the sensations. The touch and smell of her skin, the soft sounds escaping her lips, the taste of her tongue, everything about her was intoxicating. Their lovemaking was slow and incredibly tender at first despite the raging fire she was igniting inside him as she moved her hips in increasingly large circles against him. It felt like his hands could never get enough of touching her, feeling her muscles tighten as she arched her back and her nipples get even harder with every stroke of his thumb or the goosebumps covering her skin as pleasure overwhelmed her.

"Jemma …" He whispered hoarsely when she fell back into his arms, changing the angle and sending a rush of intense pleasure through his whole body, getting him suddenly really close to orgasm. Wounding his arms around her waist, he pulled her close to him and captured her lips in a sensual kiss. It was hard to focus on being subtle when the pleasure was so intense, but he needed to slow things down for him so she could have the time to get there at her own pace. He didn't want this to be just nice for her, he wanted her to climax again and again and for it be to exceptional and worth remembering like he already knew it would be for him. One of his hands slowly trailed up to her breast again and he started massaging her until she let out a soft moan into his mouth that made him grin against her lips.

"Fitz …" She whimpered when they broke apart and she looked so breathtakingly beautiful with her hair so wild and skin flustered. She looked at him with such lustful eyes he couldn't believe it was directed at him. But there was also an almost desperate tone in her voice. She wanted more and of course, he couldn't refuse her.

Giving her one last peck on the lips, he slowly trailed down her neck and shoulder and collarbone, whispering her name and sweet words of adoration against her skin that made her shiver all over until he reached her breast and captured her nipple between his lips, rolling his tongue in circles around it and gently nipping at it until she let out a sharp cry of pleasure. Her hips were restless against him, she'd started moving them again in tiny movements up and down his cock, as much as their proximity allowed. This pause had allowed him to push back his orgasm for a moment but it still felt heavenly and he knew it would come back soon enough. So he let go of her hips and trailed a hand down between them, dipping down a single digit between her folds, easily finding her swollen clit. She let out a sharp gasp of pleasure when he rubbed at it tentatively once so he kept doing it, drawing circles around it as his mouth detached from her breast, giving her more freedom to move her hips again.

"Oh god yes …" She cried out as he synchronized the movement of his finger with the increasing pace at which she moved up and down over him. Her hands were on his shoulders and chest now, lightly scratching and using him for leverage as she fell back harder and harder every time. He could feel her walls clenching around him and her eyes flutter close every time and he knew she was close. She was moaning constantly now and he would have been worried all his neighbors might hear her but it sounded so beautiful to his ears, he couldn't manage to care.

"Come on Jemma let go …" He said, insisting maybe a bit more on his accent than usual and it seemed to work because she suddenly gasped as she came down on him. He let go of her breast and let his hand fall down to her hip to keep her stable as she moved up and down a few more times harder, all the muscles in her body tensing at once for what felt like a very long moment, before she exhaled harshly and released a low moan of pleasure. Her body went completely lax a moment later and she nestled her face in the crook of his neck, panting hard while lazily kissing and nipping at the skin within her reach.

Holding on to her tight, he couldn't help chuckling in fondness and disbelief at her affectionate attitude and completely spent appearance. Her hair stuck to her sweaty skin and her eyes fluttering close.

"What?" She asked against his skin where she'd started moving down to kiss his chest and go up to the other side.

"Nothing just … don't think I ever made a woman come just with my accent …" He replied teasingly and she burst out laughing, her reaction probably caused as much by hormones coursing through her veins at the moment than by the actual comedy of his declaration.

"I'm pretty sure other parts of you were involved as well …" She said as she finally detached her lips from him and moved back to look him in the eyes.

"Oh yeah and what are …. oh god …" He interrupted himself when she clenched her wall around his erection and gave him a cocky little smile.

"Your turn now!" She whispered before lifting herself up almost entirely and then falling back on him hard, all while never breaking eye contact. His hands went to her hips to help her and soon she had resumed that almost punishing pace from a moment ago. With every movement, he felt himself get closer and closer and, he didn't know if it was leftover sensations from her previous orgasm or a new one building up but from the way she was biting her lip and whimpering in time with their movements, she might be joining him when he topples over the edge and he really wanted that for her. He wanted to make her feel good and loved and cared for.

Moving forward until he was at the edge of the couch, he wound his arms around her and in a bout of strength and agility that could only be attributed to the lust coursing through his entire body, he turned them around until she was laying on her back on the couch and he was on top of her, never breaking their crucial connexion. She let out a delighted squeak when he thrust forward for the first time so he thought he was probably doing something good. Hooking his arms behind her knees, he resumed that same fast and hard pace, feeling his cock twitch a bit more every time. Her hands were scrambling for purchase in the couch fabric as he rocked against her so he hooked one knee around his waist and took her hand instead, pressing a soft kiss to her knuckles before gently pinning it above her head to stabilize her. She looked spent and sleepy from her previous orgasm but she still started to let out very arousing breathy whimpers when he found an angle that seemed to work for her. And just as he felt his own orgasm approaching and he thought there wouldn't be time for her to come again after all, she managed to tilt her hips up a little bit more. She cried out his name and after only a few more movements, they came together, his whole body pulsing through his release. Her body trembled and tensed once more before going completely lax. He kept moving in and out of her for a moment to chase his pleasure until the end and even though she seemed too exhausted to do more than keep her legs spread out on both sides of him, the way she bit her lip with every stroke told him she didn't mind him doing it.

When he finally stopped and collapsed on top of her, they remained like this for some time, sharing such a rare moment of simultaneous post orgasmic haze, panting heavily and sighing contentedly every once in a while as small waves of pleasure still coursed their body. Until Fitz realized he was still basically laying his full weight on top of her and even though she didn't complain and her legs were now hooked loosely behind his thighs, he supposed he would need to move back at some point so she could breathe properly. And if she liked keeping him this close, he'd see no problem in reversing their positions so she would be the one blanketing him with her body. In fact, he quite liked the idea and he was about to tell her as he moved up to rest on his forearms, when he realized that tears were streaming down her face.

The huge grin he didn't even realize had been tucking at his lips for several minutes, disappeared instantly.

"Oh no Jemma what's wrong? Did I-did I … do something wrong, did I hurt you?" He asked, his voice shaking as he palmed her cheek and rubbed his thumb onto the apple of her cheek to wipe some of her tears away.

"No no Fitz that was … that was perfect, so sweet and tender and passionate and really … really good, it's just …" She stopped to catch a deep breath.

Of course. He's been dreading what was coming from the moment they started taking their clothes off. She'd said she didn't want this to be a one time thing but it was in the heat of the moment …

"Are you … do you … regret this?" He half whispered, not even able to look her in the eyes, too afraid to burst into tears himself if he did.

"No! No never! I'm sorry I'm never like that … so emotional ... wait … can you just …" She said, gently pushing him off until he pulled out of her -he would definitely need to go clean himself up but that could wait a few more minutes- and laid next to her on his side. She turned around to face him and pressed a soft kiss to his forehead. "Fitz … I told you I want to be with you, I was going to break up with Trip tonight, I swear I was going to … because even if you didn't feel the same …"

"Oh Jemma I do feel the same …' he cut her off. "I'm sorry I acted like maybe I didn't I was just trying to …"

"You were trying to distance yourself from me because you thought I loved him I know … I got that, at least that's what I hoped it was … you were trying to do the right thing …"

He nodded bashfully and she smiled softly for a moment, taking his hand in hers, intertwining their fingers in an achingly tender gesture.

"I was going to break up with him tonight so I could finally talk to you but then he got called and I wasn't going to lay that on him just before he went to work so I wanted to wait until today. But then you came home and you looked so sad and bitter all evening …I should have just stayed in bed but I was weak ... " Another tear escaped her eyes. "I feel like such a terrible person because I should feel so bad but I'm so happy about what happened between us … this is all so overwhelming …" She let out and he surged forward to take her in his arms.

"I know Jemma but ... we'll figure this out" He whispered in her ear as he gently rubbed the rapidly cooling skin of her back. Of course he knew, he felt exactly the same.

-0-0-0-

A few minutes later, after cleaning himself up and quickly gathering their discarded clothes, Fitz took Jemma's hand and lead her to his bedroom. There was no reason to think Trip would come back before the beginning of the afternoon at best but still, Fitz felt somehow even worse having Jemma in his arms in the middle of their shared living room where he so often chastised Trip for being too "affectionate" with his girlfriends, always reminding him that he had a room for that. In a very dark hidden corner of his head, he could hear a small voice telling him that sleeping with Jemma like that was kind of a revenge but another much louder voice kept repeating him what an awful friend he was.

They both slipped into bed without bothering to put clothes back on and Jemma settled into his chest like it was the most natural thing in the world. It was strange to feel so blissfully happy and content to be together and in the same time like they needed to comfort each other when they both felt like they didn't deserve any of it.

"You know I think I liked you the moment we met that day ... at the entrance of the building. .." She let out, breaking the strange but not uncomfortable silence that had settled between them.

"Oh ..." Surely it had felt like they clicked that first time.

"At first I thought "great" because usually, I never get along with my boyfriend's friends but then at some point I realized I was most excited to see Trip when I knew you'd be there too ..."

"I thought I'd seen that a few times but I-I convinced myself I was imagining it because ... I think I fell in love with you that first night and I didn't know what to do with those feelings ..." He replied. It was easier to admit those feelings to the darkness of the room and it was freeing in a way. Looking down, he realized she was looking up at him with a fond and slightly incredulously look. "Not in a "love at first sight" kind of way, that's just ridiculous … I mean of course I thought you were beautiful but it's your mind and your personality I fell in love with that night …"

"Oh Fitz … " She whispered softly as she pressed a few soft kisses in the crook of his neck. "I wish I've realized what my real feelings were sooner, it wouldn't have been such a mess … but it's only after my birthday that I realized it … I was so ashamed of me after that, all the cuddling and god that massage … I felt like I completely used you …" She breathed out, hiding her face in the crook of his neck and if he could see hear he was pretty sure he'd see her blush. After so many weeks of confusion it was kind of reassuring to hear her version of everything that passed between them. He was an awful friend but at least he hadn't gone completely delusional.

"And that's when I decided I should break up with him and see if something with you could be …"

"But that was three weeks ago …" He cut her off.

"I know!" She cried out in frustration before lowering her voice again. "I know … I just … I kept wondering what if I imagined all this? What if it makes him feel like betraying his friend and he doesn't want anything to do with me? I was afraid I wouldn't see you anymore and I was in this kind of limbo … not wanting to be with Trip anymore but too scared to break up with him because of what it would mean for us when it was the only thing keeping us apart … God that's so messed up and now that I say it out loud, I realize that it doesn't even make any sense!"

Moving away from him, she sat up on the mattress, taking her head in her hands like she was too ashamed to look at him anymore and he couldn't have that. Sitting up as well, he took her hand in his to try and make her look at him. When she did, he could see that she was crying once more. All the many times he imagined what their first night together could be like, there was never so many tears and it made his heart clench. The way they started things, could they ever be blissfully happy without the guilt weighing on them?

"You know …" She started, her voice small and tired. "I always prided myself on following the rules and doing the right things and treating people well and I thought I was a good person but I'm not … I had so many opportunities to do this right and I didn't… I think I'm a bad person Fitz!"

"No Jemma I'm the bad person, Trip's been my best friend for years and I couldn't wait one more day to be with you …"

"But I started it Fitz I kissed you …"

"And I could have pushed you away anytime …"

"But you tried to do the right thing, you tried to make us stop, several times, and you tried to distance yourself from me and …"

"Jemma!" He cut her off. "This isn't going to help us, trying to decide who's more to blame in this, what's done is done …" He said as he pulled her to him softly and laid back against the pillows. She didn't resist and resumed her previous position against his side with one arm possessively thrown across his chest.

"Then what? We're both terrible people and there's nothing we can do about it?" She asked, her tone still a little bit sad but with a hint of teasing in it.

"Let's say we're good people with bad timing and terrible instinct when it comes to love" He proposed tentatively.

"Yeah … I guess that's … yeah, that's better."

"And honestly … I kind of blame Trip for being such a good guy and leaving you alone tonight to go to work …" He added and after a moment where he wondered if it was really too soon to joke about that, they both burst out laughing. "I'm taking it back …" He managed to let out between two fits of laughter, Jemma's own incredibly contagious laugh not helping him stop. "I really am a horrible person …" He added.

"No Fitz …" She said, her laughter receding and turning into a soft smile. She lifted herself up on her elbow so she could look down at him before talking. "Like you said, we can't undo what we've done, we can only try to do our best now. All I know is that I want to break up with Trip the next time I see him and be honest with him and then … I want to be with you, give ourselves a chance at a relationship … is that-is that what you want as well?" She asked with a little nervousness in her voice. Could she really doubt that he'd wanted nothing but a chance to be with her in the past two months?

Surging forward, he caressed her cheek until his fingers were gently threading through her hair and pressed his lips to hers in a tender kiss. She moved so she was hovering over him and let herself be swept up in the tenderness of their mouths gliding against each other, even brushing her tongue at the seam of his lips and making him groan slightly as she deepened the kiss. For a moment they let themselves be lost in each other, her cold hand coming to rest on his chest, and still sending a rush of warmth to his gut as she instinctively squeezed his skin when he did something she seemed to appreciate a lot with his tongue. Things had a tendency to heat up so fast between them that he actually wondered how they managed to keep their hands off each other for so long.

After a long moment though, he broke the kiss and waited for her to open her eyes again. He'd never get tired of seeing her look at him the way she was looking at him at the moment: eyes full of love and lust.

"Of course that's what I want!" He finally said and she smiled widely.

"Good … then I'll break up with Trip the next time I see him and then we'll see how best we can tell him about … us" She said with an almost bashful smile. "but right now I should really go …"

"Noooo not so soon!" He cried out and she smiled tenderly at his almost childish outburst.

"Fitz, we can't have him surprise us here or even having breakfast and there's no way I can pretend I've been in his room the whole night and nothing happened …"

"No no you're right. Just stay a few more hours, he won't be there before the beginning of the afternoon and it's the middle of the night … you need to sleep …"

"But Fitz … if I fall asleep now, I might never leave this bed, it's too comfy …" She said but he could feel she was trying to convince herself as much as him and he grinned. Using his phone on the opposite bedside table as an excuse, he pushed her until she was on her back and grabbed his phone.

"Now look, I'll set up an alarm to make sure you don't oversleep …" He said before showing her his phone to give her a proof and she rolled her eyes at his antics. He knew he wasn't subtle but he didn't care as long as he got to keep her a little longer before she leaves and all hell breaks loose in his life. He moved over her once more to put the phone back on the bedside table but didn't move back. Instead, he settled over her, holding his weight on his forearms and started kissing down her neck with intent.

"Mmmhh … Fitz …" She breathed out. "That doesn't seem very conclusive with the whole sleeping part …" She added but still moved her head back and arched her back slightly to give him more room to work with and he grinned against her skin.

"Oh yeah … forgot about that …" He said as he slowly started to move down until his mouth latched onto her already hardening nipple. She squirmed and outright moaned when he circled his tongue around it and that's when he decided to move back and he smiled smugly at the desperate whimper she let out. "Do you want me to stop so you can sleep?"

"I never said anything about sleeping …" She managed to say in the sexiest breathy voice he's ever heard and that's all he needed to resume his previous activity, using his hand to massage one of her breasts while he lavished its pair with kisses and bites and languorous licks until she pulled his head up for a heated kiss on the lips.

"Fitz …" She moaned when their lips parted. "Where … when did you learn to do that?"

"What?" He asked confused, too busy running his hands up and down her sides to focus on her question.

"You know what … that thing you do with your tongue …"

"Ohhh …" he let out, blushing at the memory despite what he was doing at the moment. "Hum … Daisy?"

"Oh … I didn't know Daisy and you …"

"Oh no no no …" He corrected her immediately. Not that there was anything wrong with using things you'd learned with previous partners but Daisy was like a sister to him and even the idea of doing anything sexual with her made him feel very uncomfortable. "No she just told me about it …" He added and Jemma looked at him a little incredulously. "I was complaining about Trip and how his girlfriends were usually a bit loud and she suggested that I learn new things to make my girlfriends be louder to one up him so she … told me about a few things … that was very uncomfortable but now I guess I should … thank her …" He finished a little sheepishly and Jemma grinned.

"Well I should definitely thank her …" She said, putting her hand behind his neck to pull him against her chest once more and he chuckled at her eagerness.

His kisses soon turned heated as their hands started to wander and he felt himself grow hard against her hot center. And when she opened her legs to welcome him in the cradle of her hips, he reveled in the way they fitted so perfectly together. As he slowly rocked against her and her hands held tight to his shoulders and his hair, he tried to commit to memory everyone of her cries of pleasure, the scent of her skin and the ecstasy written on her face every time he looked down at her. Because whatever happened next, this would remain one of the happiest most beautiful nights of his life.

When Fitz's alarm sounded at eight o'clock, they were still tangled together in a mess of limbs, writhing against each other and having had very little sleep. He managed to get another half hour with her but in the end, she still had to get up, get a quick shower and get dressed to go back home. She left him with a tender kiss and the promise that it was the first and last time they'd have to hide their love to the world.

As he went back to his room, he considered jumping into the shower but he was exhausted and decided to go back to bed just for a little nap. His sheets smelt of sweat and sex and he should probably change them before going back to sleep, but mostly they smelt like Jemma and lavender and he never wanted to get rid of it.