Warning: Mature themes ahead (this chapter contains smut). If you're not into that, feel free to skip ahead (once you start to see dialogue in regular font you can be sure the smut is over with). For those of you who are into that, enjoy! I'll be trying to gradually integrate more of this content as the story progresses, though hopefully not to the point that it overshadows the plot.

A/N: This is my first time writing anything of this nature so please feel free to review with any feedback you may have! Also please review, favourite, or follow if you enjoy the story! Thank you!

Honey POV

"Hey Honey!"

I whirled around to seek out the voice that had called out to me. My gaze came to rest upon Emi-chan as she sauntered down the pink halls of Ouran. She wore an outfit typical to her. Dark skinny jeans, an oversized plaid shirt with the sleeves rolled up to show off one of her tattoos, and a beanie tilted over two dark braids. Her ear piercings glinted in the sun shining through the floor to ceiling windows and her Vans slapped against the marble floors as she approached. She was just so cute!

"Hi Emi-chan! What're you doing in the Kinesiology building?" I asked once she stood before me, tilting my head to the side curiously.

Soft-looking pink lips curved upwards and nearly-black eyes glimmered in amusement. "I'm here to see you of course!"

"Oh! Did we have plans? Not that I'm not happy to see you!" I rambled, stomach fluttering as she took a step closer.

Her arms reached out and gently pushed me back. My eyes widened then clenched shut as I fell backwards and I gasped as my back hit a soft surface. Opening my eyes, I found myself laying on Emi-chan's bed. The halls of Ouran had disappeared, and in their place were the walls of her bedroom. Instead of the usual warm, but neutral, lights that usually filled her room, the red and orange lights from the cabaret seemed to be shining down on us.

Emi-chan stood beside the bed, slowly unbuttoning her shirt, revealing her tattooed sternum and the swell of her breasts pressing against midnight blue lace. My heart pounded in my chest and I was beginning to feel almost lightheaded.

"Don't you remember? I'm here to give you that private dance," she explained, her sweet voice seeming almost at odds with her actions. I jolted, my body tingling with electricity, every nerve-ending on edge.

"Wh-what?" I stammered. I didn't understand what was happening, what had changed so that the woman I had thought was just my friend was standing before me with her shirt opened wide.

She crawled onto the bed, eyes searching mine questioningly, "Do… Do you not want me to dance for you?"

I swallowed harshly as I stared up into her eyes, very consciously not looking elsewhere, though my eyes kept trying to flicker down, as though drawn by magnets. I was just barely holding on to my self-control as it was.

"N-no I don't want you to dance for me Emi-chan," I answered, forcing the nearly-painful words out of my throat.

She leaned down, lips ghosting across my ear as she whispered, "Honey… let go."

She sat back, straddling me as she waited and watched for my response.

It was as though my body had been waiting for those specific words because a moment later my eyes were roaming her body and my hands were following. I was pulling off her plaid shirt. I was running my hands along her ribs and using the loopholes of her jeans to pull her hips closer.

I was hard and getting harder as she ground her hips into mine, her head thrown back and a moan escaping her lips. I groaned in return and-

BEEP! BEEP! BEEP!

My alarm was going off?

I blearily opened my eyes, feeling completely disoriented and… I was achingly hard. I groaned as I recalled the details of my dream, feeling my face heat and my hips lift slightly, searching for something, someone, who was no longer there. Or rather, someone who had never been there. I snaked my hand down into my pyjama pants and hissed, gripping myself and imagining it was Emi's hand stroking me instead. I saw her writhing above me, generous hips grinding down onto me. I panted, feeling the familiar pressure building inside of me and sped up my pace. I remembered her at the beach, water dripping down her body as she walked out of the ocean. I imagined her reaching behind her to loosen the strings of her bikini, the fabric slowly lowering. My mind jumped back to my dream, her plaid shirt parting to reveal her lacy bra and soft stomach. Her lips touched my ear, whispering for me to let go. Her hand tugged at me, creating a delicious friction. Faster, and then slower, then faster again. It wasn't long before the pressure was more than I could bear and I exploded into my hand with a muffled moan.

And immediately felt shame fill me. I shouldn't have thought about Emi-chan, my friend, the way I just had. And I definitely shouldn't have gotten off while doing so. I felt dirty, like I'd used her. She was too sweet, too good, and most importantly too not-my-girlfriend.

I hopped out of bed, rushing to take a cold shower and clear my mind. As the stickiness disappeared down the drain so did some of the mental ickiness I felt towards myself. Thoughts whirled through my mind at a pace faster than the water swirling at my feet. Sighing, I stepped out of the shower and dried off. I couldn't sort out all these thoughts on my own. I needed to talk to someone.

I got dressed, grabbed my phone and braced myself for the likely embarrassing conversation that was about to happen. I sat down with Usa-chan and then dialed the number, as prepared as I could be.

"Mitsukuni?" the low voice of my younger cousin came through the phone.

"Hi Takashi~ Are you free? I need your advice," I said, biting my lip as I waited for his answer.

"Yeah. What's up?"

"Um, well, I had a dream about Emi-chan, and I feel kinda bad but I didn't mean to! And she's my friend but sometimes I have thoughts about her that aren't friendly and-" I started rambling, only to be cut off.

"Wait, slow down," Takashi entreated, "What kind of dream? Why do you feel bad?"

I squirmed in my seat as I tried to answer, "U-um… Ah, well, an inappropriate dream?"

"You had a sex dream about Emi?" he clarified, a smirk audible in his voice.

I groaned in utter humiliation and buried my face in Usa-chan's ears. "Yes, okay? I had a sexy dream about Emi-chan and then I- I- Ijerkedoffafter and I feel terrible!" I explained, rushing through the most embarrassing parts.

"Why?" he asked. That jerk had the nerve to sound amused at my plight. Internally, I swore I'd get him back somehow for his insensitivity.

I pouted as I stared across the room, "Because! She's our friend and she's been through a lot recently and I shouldn't think about her that way!"

There was a pause as he mulled this over. "You shouldn't feel bad," he said simply.

"…What? Takashiiii," I whined petulantly, "I need more than just that!"

I heard a sigh travel down the line. "You can't control your dreams Mitsukuni."

"I know that… but what about afterwards?"

Silence and then another sigh, "Do you respect her? Care about her?"

"Y-yeah of course I do!" I sputtered.

"Were you degrading towards her in your…," he coughed slightly, "fantasy?"

"N-no, I don't think so…" I answered hesitantly, trying to recall the details.

"Would you ever impose your fantasy on her in real life? If she wasn't interested?"

I gaped in horror, "No! Of course not!"

"Well then, it's fine."

"…Huh? W-what d'you mean it's fine? What about the part where she's our friend?" I asked, slightly peeved at the way he made all my problems seem simple and the answers seem obvious.

Yet another heavy sigh met my ear, "She's not just your friend."

"Waah! What d'you mean she's not my friend?" I wailed, heart in my throat at the unexpected answer. I had thought we had a pretty good relationship!

We spend time together, we've had sleepovers…I even shared my sweets with her! I don't even usually share my sweets with Takashi!

"You know I've thought for a while that you have more than friendly feelings for her…She's not just your friend because she's your crush. You're interested in her romantically."

…What? My crush?!

"Eh?!" I squealed in shock, practically falling over. Instead, I jumped up from my seat and began pacing as nervous energy rocketed through my legs.

"Mitsukuni. You said yourself that you care about her. You always want to be around her. You feel protective of her. You're always cuddling her. You clearly find her physically attractive too…" he pointed out, way too rationally.

That's all true… but couldn't that be the case for a friend as well? Wait a second…

"But Takashi, relationships shouldn't only be about physical attraction, ne?"

He grunted in assent, "Ah. So you only find her attractive because of her body?"

"Huh?! O-of course not! Emi-chan is kind and smart and funny and she's super caring too! She almost always puts other people first and she's thoughtful! She's protective of the people she cares about, just like us! And, and… Oh…" I trailed off as I realized I'd fallen right into my cousin's simple trap.

Oh…I even shared my sweets with her…

"Yeah," he grunted, but this time in self-satisfaction. I nearly sensed the waves of smugness emanating all the way from his family's estate, next door to ours.

I sank onto my sofa, my legs having somehow turned into a substance similar to the jelly that layered some of my favourite cakes. "What do I do Takashi?"

"You should talk to her. Soon."

In a daze, I answered faintly, "Right… Thanks Takashi." He grunted dismissively in a way that I knew meant 'no problem, cousin' and hung up.

I stared at the blank TV on the wall across from the sofa, contemplating everything that had happened since I woke up this morning. I- I like Emi-chan as more than a friend… I've been having the more-than-just-friendly thoughts because I like her… I find her attractive. Well, I've thought she was attractive from the start… Have I liked her this whole time?

I laid back on my sofa and raised Usa-chan up to look into his button-eyes.

"Usa-chan, I have feelings for one of my friends…"

I felt my lips curve upwards into a goofy smile as it began to sink in. "I have feelings for Emi-chan!"

I hugged Usa-chan close to my chest and rolled around the sofa in glee, "Now I just have to talk to her!"

I stopped rolling around as dread slowly filled my chest, "I…have to tell her… I have feelings for a woman that's mostly interested in women… I- I have to tell her and hope I'll beat the odds…"

Usa-chan stared back at me blankly, ears seeming to wilt in sympathy for the predicament I found myself in.

Well fuck.