Disclaimer: I DO NOT OWN DEATH NOTE!!

Near put his hand in Mello's and was roughly pulled to his feet. He stumbled as Mello dragged him out of the room and almost ran down the hallway until they reached Mello's room. Mello threw the door open and dragged Near inside, locking the door behind them before dragging Near to the bed and pushing him down to sit on it.

"M-Mello, why are we in your room?" Near drew his knees up to his chest as Mello sat down beside him, breathing heavily.

"Watching me turned you on, why? Do you get turned on watching everyone?" Mello's eyes were focused on the window while he spoke, his cheeks a light pink.

"That was the first time that has happened. I don't know why it did. I was watching you, trying to figure out why you would be doing that. It looked like it felt good. Then you started to get aroused, and then I did too." Near was pulling at his hair again. He had never felt this embarrassed before. It wasn't an emotion he usually felt.

Mello turned to look at Near. His face was flushed with embarrassment and he was tugging his hair so hard Mello could see some of the strands breaking under the pressure. Mello reached out and took Near's hand, pulling it away from his hair. "Stop pulling your hair out, Near."

Near tensed at Mello's touch. "I wasn't doing it on purpose."

Mello dropped Near's hand and put his fingers into his hair. He marveled at how soft it was. Even softer then it looked. It felt like the fur of a rabbit, so soft and thick. Mello sighed at the feeling and leaned closer, wanting to feel the softness against his face.

"M-Mello. What are you doing?" Near was overcome by a strange new feeling. Mello's hand in his hair felt so good. When Mello's face touched the side of his head it took every ounce of his self control to keep himself from slumping into Mello's arms.

"You smell good, Near." Mello raised his other hand and lightly touched the side of Near's face, turning it to allow his lips to brush the smaller boys cheek.

Near shuttered at the touch. No one at ever touched him like that before. A soft breath of a moan escaped his lips. He lifted his hand and touched Mello's hair much the way he was being touched. He had always wanted to touch Mello's hair but had been to afraid that the older boy would get mad at him. He loved Mello's hair. The color, way it fell to brush against his neck when he tossed his head, how it fell carelessly around his face after he ran his fingers through it. And now he was finally touching it. He closed his eyes and sighed as he ran his fingers through the silky strands.

Mello smiled at the feel of Near touching him. "Near. I have wanted to touch you for so long. Please, please let me." Mello closed his eyes and pressed his lips to the other boys. His breath caught in his chest at the small moan of pleasure that entered his mouth. He gently ran his tongue over Near's lips and was surprised when he immediately opened them and touched his tongue with his own.

Mello made a growl deep in his throat and wrapped his arms around Near, lifting him up and placing him so he was straddling his lap. Near make a small squeak of surprise before Mello pressed their lips together again and kissed him passionately. Mello lifted the smaller boys shirt and ran his hands up the incredibly soft and smooth skin of his back. Mello's eyes fluttered and he instinctively thrust his hips up to grind against Near's. He wanted to run his hands over that skin forever, it was so soft, softer then anything he had ever felt.

Mello dragged his fingers around Near's ribs, causing the boy to throw back his head and moan in pleasure. Mello took the opportunity to bury his face in Near's neck, licking and nipping the skin. The noises Near was making was driving Mello mad. He pulled Near's shirt off over his head and moved his mouth to suck on the skin over his collarbone. Near moaned loudly and rocked his hips forward into Mello, pressing his erection into Mello's stomach.

"M-Mello, don't stop." Near grabbed at Mello's shirt and tried to pull it off, but the material was too tight and his body pressed too close.

Mello stood with Near in his arms and turned them around, laying Near on his back on the bed. He straightened and pulled off his shirt, tossing it aside before he crawled between Nears legs and began licking and kissing every inch of his chest and stomach.

Near was whimpering softly at the unexpected attention on his body. He felt like his skin was on fire and every time Mello's lips, tongue and teeth touched him it caused the fire to burn hotter. Mello's fingers diving under the waistband of his pants pulled him out of his pleasure educed stupor and he sat up quickly, causing Mello to pull away from him.

"W-what are you doing, Mello?" Near pulled his knees up and pushed Mello away from him.

"I'm sorry. I should have asked first. But I thought you wanted me to." Mello sat up and turned his face away, his cheeks flush from the excitement, his lips swollen from the attention they were giving the smaller boys body.

"To what?" Near leaned forward and wrapped his arms around Mello's waist, pressing his lips to the skin between his shoulder blades.

Mello moaned softly and relaxed in Near's arms. "I thought you wanted me to touch you."

"I did." He rubbed his face against Mello's back. "I do." He ran his tongue up Mello's spine to the base of his neck, causing the him to shiver. "But why there?"

"Because it will feel good. And I want to make you feel good." He turned in Near's arms and took his face in his hands, kissing him again. "Will you let me?"

Near swallowed and nodded his head. He wasn't sure what Mello was going to do. All he knew was that he didn't want him to stop. "Near, if I do anything to make you uncomfortable or that hurts you, tell me and I will stop."

Near frowned. "Why would it hurt?"

Mello paled. He had a horrible feeling that Near had no idea what was going on. "Near, you know what sex is dont you?"

Near's frown deepened. "Of course I do. But what does that have to do with what we are doing? We are both boys."

Mello almost laughed at how naive this boy was. "Near, any two people can have sex. It doesn't have to se between a boy and a girl. That is just the society norm."

Near leaned back when Mello leaned forward to kiss him again. "You mean you want to have sex with me?"

"Not if you don't want to. I wont force myself on you." Mello tried to turn away from him but was stopped by a hand on his face. "Near, if you don't want it then we need to stop this."

"W-why? I don't want to stop. It feels so good." Near pressed his lips to Mello's neck, leaving a line of soft kisses down to his collar bone.

"We need to stop because of how good it feels. I want you, Near. I want you in every way possible. If we keep doing this then it will only hurt more if you tell me to stop later on." Mello put his hands on Near's shoulders and pushed him away.

"I want you too, Mello. Though I don't know why. But I don't want you to stop. Please." Tears formed in Near's eyes and he looked pleadingly at his would-be lover.

"Are you sure?" Wiping away the smaller boys tears, he smiled when he nodded and pushed against his hands to kiss him again. "Alright. But still, tell me to stop if you ever get uncomfortable." Mello let his hands drop and leaned into Near, pressing their lips together again.

Near laid back on the bed again and took Mello's hands in his, leading them to the waist of his pants where they had left off. Mello smiled against his lips before moving them to his neck, sliding them down his body until his lips met his fingers. Near, breathing heavily, watched wide-eyed and Mello gripped his pants and slowly pulled them and his boxers down his legs and threw them on the floor.

Mello grinned up at Near at the sight of his erection. Light kisses were placed over Near's left hip, slowly making their way inward. Mello lifted his head and breathed a deep, hot breath over Near weeping erection, making the boy cry out and arch his back. Grinning again at the reaction, he pressed his lips to Near's right hip and repeated the action until his was once again hovering over the hard, tight skin between his legs.

Mello ran his hands up Near's thighs at the same moment that he ran his tongue up that hard length of skin. Near's breath caught in a choking moan in his throat as his hips rose slightly. Mello looked up to see Near's eyes closed, his head tossing from side to side as Mello ran his tongue over the head of Near's shaft. He grinned one more time before opening his mouth and taking Near into his mouth.

"Oh God, Mello!" Near screamed as his hips bucked violently into Mello, making him gag slightly at the sudden length being shoved down his throat. Near gripped his hands in Mello's hair as Mello used his hands to hold Near's hips down to keep from being choked again. He started a slow up and down rhythm, his tongue swirling every time he came up.

Mello could tell that Near was getting close. His breathing was growing ragged, his grip in his hair getting just this side of painful. He slowed down a bit and reached over to pulled open the drawer of his nightstand. Reaching in he grabbed a bottle of lotion and put some in his hand. Spreading it over his fingers, he looked up to see Nears face as he sped up with his mouth again. As Near's grip in his hair tightened again, Mello slid one of his fingers into Near's entrance. The reaction was better then he expected. Near's eyes flew up and he screamed in pleasure. Their eyes met for a brief moment before his head flew back again and Near released himself into Mello's mouth.

Near's whole body tensed and shook at the sudden rush of unbelievable pleasure. He felt like his body exploded. He moaned softly and shifted his hips as Mello continued to move his finger inside of him. Looking down, he watched as Mello let him fall out of his mouth and used his free hand to wipe away a line of white fluid that had ran from the corner of his mouth.

"You taste good, Near." Mello ran his tongue over the head of Near's shaft again, making him whimper at the sight of his tongue licking away a drop of the same white fluid.

"That felt incredible. What was that?"

Mello laughed. "That was an orgasm, Near." Mello pulled his finger almost all the way out before slowly adding a second one. Mello paused at the small wince of pain on Near's face. "Am I hurting you?"

Near shook his head. It did hurt a little, but he didn't want Mello to stop yet. "It just feels weird is all."

"Good." He started to move his fingers again, scissoring them to make him more open. He gentle started to slide in a third finger, stopping again when Near tensed up. "You need to relax or it will hurt."

Near swallowed and nodded again. "Why are you doing that?"

Mello ran his lips across Near's stomach. "I need to prepare you so I don't hurt you."

"Prepare me for what?"

"For me to be inside of you." Mello licked up Near's shaft again. It had soften some after he came and was now swelling tight again.

Near shivered and laid his head back. He ran his fingers through Mello's hair again. He relaxed like Mello told him too and bit his lip to keep himself from tensing again from the slight pain as Mello spread his fingers apart inside of him.

Mello pulled his fingers out and stood up. He undid his jeans, pulling them and his boxers off, allowing his own ignored erection the freedom it sorely desired. Leaning over to the nightstand again, he put a good amount of lotion in his hand and lubed himself up before crawling between Near's legs.

Near watched as Mello prepared himself. His eyes widened a bit at the sight of Mello nude. He was much bigger then he was. But Near wasn't that surprised at the sight, Mello was older after all.

Mello kissed Near softly and looked into his eyes. "This is going to hurt a little at first. Just try to relax. I promise that it will start to feel good. Okay?"

Near nodded and raised his head to kiss him again. Mello wrapped his hand around his erection and guided himself to Near's entrance. Slowly, he began to push himself in. Near's legs tensed around his hips and when he was half way in Near tossed his head back, gasping and moaning in pain. Mello stopped, allowing Near to get used to him being inside him.

"Near, tell me when to move again, okay? I don't want to hurt you." Mello kissed Near's neck, sliding his lips up the boys cheek until he could kiss away the tears of pain that had fallen from his eyes.

Slowly, Near began to relax until the pain was gone. He wrapped his legs around Mello's waist and lifted his hips until they met Mello's, who grunted in surprise as suddenly being buried hilt deep inside of Near.

Near moaned softly, this time it was all pleasure. "Move now, please."

Mello smiled and pressed their lips together again. Slowly he began to work up to a steady rhythm. He moaned from the pleasure of being inside Near. He was so tight and warm. He ran his hands down Near's body until they gripped the smaller boys hips. He lifted them up against him to give him a better angle. He had heard from Matt that there was a place inside, if he could find it, that when he hit it, would drive Near crazy with pleasure. He wanted to find it, he wanted to make Near feel as good as he was feeling being inside him.

Mello lifted Near's hips higher and thrust in harder. Near's nails suddenly dug into his back as he tore his lips away and screamed out his pleasure. Mello grinned. That must be it! He thought as he slowly pulled out and thrust in again. The reaction was the same, only this time Near tossed his head to the side and tightened his legs around him.

"M-Mello. Do that again. Oh God, do it again!" Mello had never heard Near beg so much. But he did was he was told and began to thrust into that spot over and over. Near was moaning with every breath that escaped his lips.

Near's nails had a death grip in his back and he could feel blood running from a few places where he had pierced the skin. But Mello didn't care. He could feel his own release coming and he wanted to make Near go again before he did. Releasing one of Near's hips, he wrapped his hand around the younger boys erection and began to pump it in time with his thrusts.

"Faster. Please, Mello, faster." Mello again did as he was told, speeding up both his thrusts and his strokes. He was now moaning as much as Near was. If Near didn't come again soon, Mello was going to go before him.

Just as Mello was thinking about slowing down so he could work Near more, said boy arched his back and screamed louder then any other time during their secession. Mello felt Near explode in a wave of hot, thick fluid over his hand as his body tightened mercilessly around his shaft. Mello screamed his pleasure alone with him and released himself inside his lover.

Panting heavily, Mello collapsed on top of Near. They lay there together, letting their breathing normalize. Mello's hand made slow circles against Near's side as Near's fingers continued to run through Mello's hair. Once his body stopped shaking, Mello slid off Near to lay on his side beside him and pulled the smaller boy into his arms.

"Near, that was the best experience of my life." The sound of the dinner bell made both of them jump. Mello sat up and looked down at their bodies, both covered in sweat and their stomachs sticky from Near's seed. "Shit. We cant go to dinner like this."

Near watched as Mello jumped out of the bed and ran into his bathroom. He came back out with a damp towel, rubbing his chest and stomach clean before tossing it to Near. He caught the tower and cleaned himself off. Sitting up, he felt the uncomfortable feeling of Mello's seed leaking out of his entrance.

Mello picked up their clothes and started to dress. "Near, hurry up and get dressed before someone comes looking for us and we get in trouble."

Near stood up and gathered his clothes. "I just need to used the bathroom." He turned and walked as quickly as he could into Mello's bathroom so he could clean himself up better.

Mello straightened out the bed and paced the room, waiting for Near to hurry. When he finally came out Mello smiled and kissed him again. "That was one hell of a sex education huh?" Near blushed and Mello kissed him again before opening the door and rushing side by side to dinner.

Well I hope everyone enjoyed this chapter! I know I enjoyed writing it. I havent decided yet if I want to continue the story yet. If you like it and want to see more let me know and I will rack my perverted yet creative brain for more...LOL

Please leave me a review if you liked my story! If you would like to make a request or a suggestion on something else I should write, feel free to tell me and I will write you something if I can! If anyone wants to request a story they would like to see written, let me know. If I can I will write it! I get bored a lot and writing makes me feel good oP