A/N: The pacing is slower than I had anticipated, and quite frankly, I'm ok with that.

Kid wasn't shy. He had told her as much and was convinced that his openness would scare her away. But Maka was Maka, and she always rose to a challenge, even if it embarrassed her. The current shade of her face told the raven that she was incredibly out of her element, but even as her fingers shook she was opening buttons. Slowly but surely his cotton undershirt was revealed, and when she finally opened the last button, she reached towards his shoulders to remove the garment fully.

He allowed it to fall away, eyes tracking the movements of her hands as she slid fingers over forearms, biceps, triceps, and then threaded her fingers in his hair once more. The Shinigami didn't complain when she pulled him down for a kiss, this one elongated and more thorough than the ones that had come before.

"I thought you didn't like kissing?" he smiled against her mouth, chancing a nip at her lower lip.

"Well, I guess I like kissing you," she huffed, annoyed that he was talking instead of keeping her occupied.

Kid laughed briefly before capturing her mouth again, slowly pushing her back into the mattress. Maka complied without any fuss, tugging at him insistently to get him closer. She groaned when his weight settled between her legs and whimpered when she pressed upwards and was met with the slow rolling of his lower body.

It was getting more difficult for the raven to focus with Maka becoming more courageous with each passing second. She was already working clumsily at removing his belt, even as he was pulling off her skirt. She didn't even seem to notice, and that was beyond pleasing. There was no flinching or retreating, just the occasional upward rocking of her hips that he met with great enthusiasm.

"Fuck!"

"Getting there."

Her inexperienced wriggling was doing a surprisingly good job of riling Kid up, though she had no idea. His breathing was still relatively even with a random catch of breath, but everything else about him was still steady. What she couldn't feel was the way his cock pulsed in the confines of his pants, or the contraction of muscle in his thighs as he tried not to dry hump her into submission, or how he was gritting his teeth to be quiet.

He was trying his damnedest to focus.

Maka's neck was covered in red splotches, indicative of quickly forming hickies. Kid wasn't much better off, the blonde having sucked bruises over his collar bones and throat. There was even a love bite behind one of his ears. The sound he had made when she'd placed it had been absolutely delicious.

The young god sat up just enough to drag the blonde meister's body closer. He kept up his grinding, rocking back and forth, pulling tiny gasps from her. One of his hands grabbed the bottom of her shirt, pushing it up, up, up, hoping she would take the hint. He needed more skin. He needed more untouched flesh to mark up and claim.

Thank the universe she was smart. The blouse disappeared in a matter of seconds, and when it was gone he descended on her like a starving man. Soft lips closed around a pink nipple and Maka cried out beneath him. The noise would have distressed him had she not pulled his head in closer. But she was obviously not in any distress herself, judging by the way her hips bucked and her fingers curled painfully tight in his hair.

"Ah! Aha, easy, Maka!"

"Sorrysorrysorry…" she babbled.

Her grip loosened, but she was shivering almost uncontrollably. She jerked every time his tongue swept over the hardened bud and she squeaked when he switched breasts. True to his word, the raven sucked the entirety of one modest mound of flesh into his mouth, reveling in the moaning of the woman pinned under him.

"You're so loud," he chuckled, teasing.

"'M'sorry. I'll be quiet," she whispered. A promise.

It was a promise he didn't want her to keep.

"Be as loud as you like. No one can hear you but me. I like hearing how I affect you."

Maka stared up at him, cheeks flushed pink, eyes dewy and wide. Intermittent tremors still shook her but she was beginning to relax. Being practically naked in front of one of her best friends was less concerning than she thought it would be. She wasn't completely immune, but it was still easier than she had expected and she was grateful for it.

Now if only he would follow suit.

"You're still wearing too much clothing," she glared at him.

He smirked at her, recalling his earlier request.

"I asked you to undress me. You managed to rid me of my over shirt and my belt. Did you get distracted along the way?"

Maka gaped at him, turning briefly to seize a pillow from the head of the bed and throw it at him.

"Ass!"

The gun meister caught the pillow easily, laughing without inhibition. It ceased abruptly when he felt the weight of the scythe meister hit him full force, knocking him onto his back. He squirmed beneath her as she moved to open the fly of his pants, giggling like a lunatic once more. But when a firm hand pressed to the bulge in his underwear he froze.

Those green eyes of hers were vibrant with mischief and she met his gaze without shame, challenging him as she gently squeezed. It was obvious she wasn't entirely sure about what she was doing, her grip weak, being mindful not to hurt. It definitely didn't hurt Kid. It was exhilarating. Sinful.

"You little minx!" he gasped, shoving his hips into her hand.

"You're a tease!" she groused.

The raven nodded in agreement, an apology on his lips. Kid didn't get a single syllable out before she was tugging both pants and underwear down his thighs. He certainly wasn't going to stop her, raising his hips to allow her to complete her ask while he worked on pulling his undershirt over his head.

And then he was sprawled out, bare ass naked, with a virgin scythe meister hiding her face in his pants.

"I don't know what you've heard, Maka," he chortled, "but it does no good to bury your face in the crotch of a man's pants if his crotch isn't in those pants."

"Ugh! Shut up!" came the muffled reply. She didn't dare look at him.

"You're hiding in my clothes and I can see you're red as a beet!"

"Shuuuuuut uuuuuuup!"

Kid couldn't help but grin. Her shyness was utterly adorable, especially when he considered the kind of person she usually was. A woman of action, one who loved adventure, who didn't show her fear. This Maka was apprehensive and unsure, a little ashamed. Kid appreciated the vulnerability.

He crawled back up the bed and propped himself up against the headboard. He considered slipping beneath his sheets in order to ease her discomfort a little, but Maka…Maka did better when she had visuals. Awkward in this case, but no less true.

"Look at me, Maka."

She shook her head, still hiding behind his clothes.

Look at me," Kid dropped his voice, his words no longer requesting her compliance, but insisting on it.

The scythe meister did as asked, albeit slowly. Her eyes settled on his left shoulder as a focal point, pointedly ignoring his face or his groin. She pulled her lips in between her teeth, attempting to gnaw away her trepidation.

Kid held out his hand and she took it, though she still didn't look at him. When he pulled her against his chest with an arm draped over her shoulders she turned into his side to hide in his ribcage. He crossed his ankles and stared at the wall opposite the bed, relaxed as could be. His fingers combed through ashen hair and he let Maka stay just like that, huddled against his body.

His erection was flagging, but he didn't really care. It'd come back. His current priority was to lower the tension in the room. The best way to do that, of course, was to throw Maka completely off course. He was pretty sure she was expecting him to try and get her to touch his dick. That made it pretty obvious he needed to go the other direction.

"Hey Maka, how often do you masturbate?"

Her head popped up faster than a meerkat looking for danger.

"Excuse me!?" she squealed, glaring at him.

The Shinigami was completely unphased.

"I asked how often you masturbate. And while we're at it, do you prefer your fingers or toys?"

Maka blinked so rapidly that kid was amazed her eyelids didn't fall off. His face, however, remained completely impassive.

"How…how is that relevant!? Or appropriate!?"

The raven blinked slowly, like an owl observing a ridiculous branch mate.

"You're in my house, naked, in my bed, and you asked me to take your virginity. How is my inquiry irrelevant or inappropriate?"

She raised a finger, mouth wide open to respond. And then she stopped, eyes going glassy and then blank before she slumped against his side again with a scowl.

"Toys," she mumbled.

"Mmm…ok. Excuse me a moment."

The taller meister slipped out of bed, disappearing into his walk in closet momentarily, fully aware of a pair of eyes on his ass. He couldn't blame her. His ass was pretty great. When he returned he had a small box in his hand and a smile on his face.

Maka couldn't avoid looking at him. She tried focusing on his mouth, but her eyes went everywhere. She noted the rippling muscle of his abs, the broadness of his shoulders, the sharp v that lead to his…

Sweet death, put your eyes back in your head, Maka!

The blonde shook her head in an attempt to refocus, honing in on the box the other meister held.

"What do you have, Kid?" she queried.

"Something to help us relax," was his simple answer.

Her arms crossed over her chest to cover herself a little, but Maka didn't curl up or turn away, so Kid advanced. He set the box on the bedside table before he sat on the bed once more. A couple of quick kisses had Maka pliant and supple beneath his touch once more and he hummed his appreciation.

"Do you trust me?" he asked. It was a serious question. They'd gotten this far, but Maka was still flighty, still insecure.

The answer was not immediate, but when she responded with a soft, "Yes," he saw nothing but honesty in her eyes.

"Why do you keep asking?"

He cupped her face in his hands and smiled gently.

"Because it matters."