Sorry for taking so long to get the next chapter up guys! I've been pretty busy and I kind of rushed to finish this so it's not the best by far, but I hope you guys enjoy.

Disclaimer: I do not own soul eater or its characters.

"Sup." Said soul as he walked passed the two girls on the couch and into the kitchen to start going through the refrigerator to find himself a snack. "I thought you promised to stay in your room tonight soul" Maka huffed as she turned her head to glare at the spiky white haired weapon. " Yeah, yeah, I am but I'm starving and cool guys like me shouldn't starve" he replied while throwing some left overs in the microwave. Maka mumbled something about soul being an idiot and turned back to face the T.V while Tsubaki giggled at Maka's obvious frustration with her weapon. Soul pulled his food from the microwave and walked back to his room giving a smile to the girls as he walked past them, Maka ignored him but Tsubaki returned his smile warmly.

Both girls sat still and silent for a few minutes, eyes glued to the movie. Maka was the first to move as she picked up her clothes, holding them to her chest and retreating to her bedroom. Tsubaki hesitated for a moment not knowing if she should follow the Meister. Finally making her decision Tsubaki wrapped the blanket around her half naked body and followed after her friend. The bedroom was dark but there was enough light shining through the window that Tsubaki could see Maka laying on the bed with the covers pulled up to her shoulders. Even from across the room Tsubaki could see the redness taking over the Meisters face and she giggled at how shy and innocent her friend was. She made her way across the room to the bed, when she arrived maka moved over making a place for Tsubaki to lay next to her. The weapon slid under the covers and onto her side so that she was face to face with maka. Tsubaki took notice of how beautiful maka looked with the dim light coming in from the window shining on her face, she reached over cupping the Meister's face gently in her hand and pulling her in for a tender kiss.

Maka felt herself begin to blush at the gentleness Tsubaki was showing her. She thought back to how things were going on the couch earlier before soul had interrupted them and felt the heat between her legs return. She leaned further into the kiss, surprising Tsubaki when she ran her tongue across the weapons bottom lip asking for the access that she so desperately craved. Tsubaki parted her lips allowing the Meister access and meeting her tongue in a battle for dominance. Tsubaki pulled her in closer and was surprised when she realized that maka was completely naked. Slowly pulling back from the kiss and looking into the Meister's soft green eyes Tsubaki moved herself on top of Maka and placed her lips against her neck and Began slowly making her way down the girl's body. "Mmm" the moan escaped maka as her breathing started to quicken. Maka felt Tsubaki's head between her thighs but before she could say anything she felt the weapons tongue glide across her pussy. Maka's body jolted with pleasure "Ahhhh…. Mmm… T-Tsubaki that feels amazing."

Tsubaki loved hearing her friend moan for her and wanted more of it, it had to be one of the sexiest things she'd ever heard. Using her tongue to focus on Maka's clit Tsubaki slowly slid a finger into the Meister's soaking wet entrance. Maka automatically responded by bucking her hips and moaning louder as Tsubaki began to slide in and out of her slowly, "Tsu- Tsubaki, faster" maka begged breathlessly. Maka had never felt so good in her life, all she could think about was how she never wanted it end. Tsubaki obeyed Maka's command to go faster and also added another finger earning her a scream from the Meister as she gripped the bed sheets. Tsubaki felt Maka's walls get tighter around her fingers and knew that she was close to her climax. " Ahhh! Tsubaki I'm gonna cum!" The Meister screamed feeling like she was exploding with pleasure, Tsubaki quickly placed her mouth over Maka's pussy making sure to catch all the juices that flowed out as a result of her orgasm.

Tsubaki lifter her head from between the Meister's legs and smiled sweetly at her friend who was panting heavily at the top of the bed. The weapon made her way to the top of the bed bringing the covers up with her and cuddling up next to Maka. "That was amazing" maka said as she turned to face her friend, Tsubaki smiled and kissed maka gently on the lips before replying "It was defiantly amazing".