A/N: More fluff and more smut! Let me know what you think!

Disclaimer: I still don't own Ouran High School Host Club :(

Honey POV

I hummed happily as I skipped toward my suite, Emi-chan's hand soft and warm in mine. I had asked her if she wanted to stay for supper after the lesson-turned-makeout-session and she had agreed! I was glad because it just didn't feel right to say goodbye right after kissing like that. Emi-chan was still blushing (and so was I!) and I didn't want her to think I was only interested in her for physical things.

I was trying really hard not to think about physical things or what had happened in the dojo to keep certain parts of my body from getting overly excited. Again. But… it was difficult. I was still surprised, and turned on, by Emi-chan's reaction to me using more strength. At first I had thought I might have been too rough and injured her but then she'd said she was fine and suddenly I was noticing her pulse thundering in her wrists, the way her full lips were slightly parted, and the glassiness of her eyes as they wandered. I hadn't been able to resist teasing her just a little, not realizing exactly how her reaction to that teasing would affect me. Her back had arched, and her chest had pressed against mine, and I'd had to move away, distance our bodies so that she didn't feel something that might make her uncomfortable.

But halting my physical teasing didn't stop me from teasing her verbally. Teasing Emi-chan was just so fun! Especially when it meant I got to learn more about her and what she liked. Everything was new and exciting, and I wanted to know her likes and dislikes, her turn-ons, almost more than I craved sweets. Almost.

Stepping into my suite, I led Emi-chan to a seat in the kitchen so we could hang out while I cooked supper. I glanced over at her still red cheeks, wondering if it would be okay to talk to her about some of this stuff. I didn't want to make her feel uncomfortable, but I also realized we were pretty handsy with each other and I didn't want to end up in a situation where we did something she wasn't ready for or comfortable with.

Then again, she already seemed a bit uncomfortable, reverting to her more shy nature.

"Ne, Emi-chan, are you okay?" I asked.

"Hm? Oh! Uh, yeah, I'm okay! Why?" Her answer was unconvincing considering she was fidgeting with the long sleeves of the outfit she'd changed into, and she wasn't making eye contact.

It hadn't been long but I already missed looking into her round dark eyes. "Mmm, well you seem a bit…shy?" I suggested, pausing before continuing cautiously, "I just thought that maybe you were feeling uncomfortable with what happened in the dojo?"

Her cheeks flushed impossibly brighter, the colour spreading down her neck. "Ha, so what happens in the dojo doesn't stay in the dojo?" she joked, then shook her head emphatically while I tried to tamp down my goofy grin. "Uh, no. I'm not uncomfortable with what happened… or at least not with anything you did."

I hummed, moving around the kitchen while I cooked, hoping that maybe she'd feel more comfortable if she didn't feel watched. "So… you mean you're uncomfortable with something you did?"

I heard a muffled groan as I turned my back to wash some vegetables in the sink. "I-I'm not uncomfortable exactly…more embarrassed," she mumbled.

I turned around at that, completely confused. "Eh? Why would you be embarrassed?"

She scrubbed her hands down her face, hiding her eyes from me as she stammered through her explanation. "B-because! You were just trying to teach me and be professional! A-and I made it… not that way!"

I considered this for a moment, "Hmm, I still don't think you should be embarrassed! I didn't react very professionally either."

She crossed her arms stubbornly, looking ridiculously cute with her slender nose in the air and lips pouting adorably. "But I was the one who took things in that direction in the first place!"

I shrugged my shoulders carelessly, as if it didn't matter. Because it really didn't matter. "I probably would have reacted the same way if the situation were reversed~!"

Emi-chan seemed to perk up a bit at this, eyes peering through her glasses in hidden interest. "…really?"

"Mhmm!" I confirmed. "Besides, Emi-chan, it was bound to happen at some point! This isn't exactly a typical sensei-student relationship… We're…um, more than that… We're seeing each other, so being physically close is probably going to make things tempting sometimes. But if you're worried about it we could ask my parents if someone else, maybe Takashi or Satoshi, could teach you instead."

A considering expression crossed her face, followed closely by one of hesitation. "That…could work but… wouldn't we have to give them some sort of explanation?"

"Mm, we could just tell them you need to practice with someone who's bigger than you!"

Her shoulders lowered a fraction, and she nodded slowly, "Right, well… maybe? But… not yet?"

I nodded rapidly, bouncing slightly on my toes, "Whatever you want Emi-chan! I'm okay either way!"

With that settled, Emi-chan seemed to relax more fully, and we moved to sit in the living room while the food cooked in the crockpot. I silently thanked the inventor of crockpots. There was a conversation I wanted to have and I didn't want to be interrupted by burning food.

Emi POV

A few minutes into sitting on the sofa, watching some sort of medical drama on the TV, I noticed that Honey kept glancing in my direction. He was squirming around like he had too much energy, and he kept opening his mouth like he was going to say something then changing his mind.

"Um, Honey? Is there something on your mind?" I asked. I grinned wryly to myself as I acknowledged that this was exactly what he'd asked me earlier today, when we had been in the limo.

He stopped squirming abruptly, as though I wouldn't see him if he froze completely. Then he turned to face me, neck swivelling robotically. His eyes were huge, very much resembling a deer stuck in a set of headlights. I turned towards him fully and he did the same, our knees touching as we huddled on the sofa. My eyes were drawn to where he was biting his lip and I quickly looked away, scolding myself for getting distracted when he was clearly nervous about what he wanted to say.

My own gut churned as my anxiety worried that he was tired of me already. Thankfully the more rational part of my brain stepped in and identified that particular worry as being very unlikely.

"Um, Emi-chan, I was wondering…," he trailed off, cheeks colouring fuschia, "if we could, um, talk about… the physical side of things?"

Not having expected this, I briefly lost the ability to use my vocal chords and ended up staring at him blankly. This seemed to make him panic slightly and he rushed forward, voice rising about an octave or so, "I-I just wanna make sure I don't go too far or- or do something you don't like-"

"Honey, it's fine!" I quickly interrupted, feeling my own cheeks flushing in preparation for what was likely to be a somewhat awkward and embarrassing conversation. "Um, do you- Do you have any specific questions or, um, somewhere you'd like to start?"

He looked a little startled, like he hadn't been expecting me to agree. "Ummm…maybe we could start with expectations? Or how fast, or not fast, you want things to go?"

I nodded, trying to make eye contact and be mature but still finding my eyes darting away. I was a big believer in communication and being sex positive but that didn't make me feel any less awkward! We'd literally only made out a couple of times so I hadn't expected to have this conversation already. In fact I hadn't necessarily expected to ever have this conversation. Things had always just sort of happened in the past and discussions around sex and intimacy had usually just happened as part of the flirting.

"Uh, sure, yeah…Um… this might sound bad but… I don't really have any particular expectations?"

He cocked his head to the side, silky strands of blonde swishing across his forehead as he waited. Seeing that he didn't seem to be judging me, I continued slightly less hesitantly, "I guess, uh, nobody's ever asked me that before sex?" I noticed a downward twitch of Honey's lips but forged ahead. "So, yeah, I guess I just expect that we follow the usual consent stuff and check in with each other… For pace…same thing I guess? Like, I'm not traditional or religious or anything so… I'm more than okay with having, uh, sex, before marriage or dating. If you are! I mean I'm also okay with not having sex! Um, so yeah, I think for me… just consent and communication? Oh, and um, obviously I expect that we use protection... I'm on birth control but, uh, I'd rather we also use other forms of protection."

I took a deep breath in, having nearly forgotten to breathe when I started rambling, and chanced a peek at Honey, who was smiling gently in encouragement, looking much less flustered now. "Um, what about you?"

I held my breath, a small part of me wondering if it would even be possible for me to meet Honey's expectations. I was pretty sure he had some sexual experience at least, based on that game of truth or dare all those weeks ago, and I didn't have any sexual experience when it came to men or even just phallic anatomy. What if I'm not any good? What if he wants to have full on sex as soon as possible? What if he DOESN'T want to wear a condom?

He reached forward to entwine his fingers with mine, humming while he thought. "Mm, I think I feel the same way. I'm okay with going at our own pace… I don't have any beliefs around waiting for marriage so…whenever we're both comfortable is okay with me! And of course, we can use protection, I don't have any problem with that! For expectations… I agree with consent and communication. I hope you'll always tell me if there's anything…good or bad!"

I smiled, heart melting with the warmth of the care he was putting into this conversation and the…situationship in general. I was definitely relieved too. I'd heard so many stories about cishet guys who refused to wear condoms. I was also pretty sure it was exceedingly rare to find a cishet man who was so thoughtful and willing to initiate a conversation about a potentially awkward topic.

"Yeah, definitely...Um, is there- Is there anything else you wanted to talk about?" I asked, biting the inside of my cheek, still nervous despite the conversation having gone well so far.

Honey looked at me through unfairly long lashes, one of his hands moving to graze my thigh, "Well… we were talking about preferences earlier… And I was wondering… what do you like?"

My breath hitched in my throat, my brain registering the brush of his fingers over my thigh as a trail of languid heat.

God, why does my body have to be so fucking sensitive? He barely touched me and I'm getting turned on?! I'm worse than a teenage boy!

"Um, well… like I said, I like a lot of things…," I trailed off uncertainly, really not sure how to answer that question. Was I supposed to list off everything? Surely not… But he was still looking at me, waiting patiently for more. "I mean it's probably easier to just, I guess, show you as we go along… but um, I've liked everything we've done so far…"

Those chocolate eyes glinted with mischief and then he was leaning towards me, guiding me to lean back until I was laying on the sofa with him above me. "Hmm, so you like having your neck kissed then…" he stated. And then, just like before, he was kissing down my throat. Hot, open-mouthed kisses that had me biting back a whimper. He paused for a moment, whispering, "What else?"

"I…," I stammered, trying to scrape together enough brain cells to just THINK, "I like, um, teasing?"

He hummed in acknowledgement, back to kissing my neck as one hand whispered above my ribs, making me inhale sharply at the proximity to my breasts, and drifted down my side to my hip, where he began toying with the waistband of my pants.

"What else?" his voice was low, sultry, and I was a complete mess, trying to sift through my brain to try to remember what I liked. How far were we taking this? What would be too much?

"Um," I breathed. "Um. Uh… I like… I want to- to touch you- your- can you take off your shirt? Please?" I finally managed to get out, the never-ending blush on my cheeks surely deepening with my request.

Honey pulled back, stopping to kiss me quickly on the lips. He peeled off his shirt and I was staring. I knew I was staring, my eyes probably wide and embarrassingly awed, but holy shit. I had seen him shirtless before of course but not like this…His skin was smooth, flawless really, with only a smattering of freckles and a trail of fine blonde hair on his lower abdomen. I fluttered my hands, quickly looking at him for permission, and reaching out my fingers to trail along his chest when he nodded.

And then he was back to kissing my throat, nosing down to my collarbone, and back up, his hands teasing as he slotted his mouth over mine. I was aching and struggling to stay quiet as I ran my hands over his chest, down his abdomen, and dared to gently scrape my nails down his back. He pulled back with a gasp, pupils blown wide.

"W-was that okay?" I asked, suddenly worried I'd already messed up on the communication front.

"Yeah, yes…I- I liked that," he squeaked, "It's just, uh, I'm getting… a little worked up." He seemed to sense my confusion and glanced pointedly down at his lap. I followed his gaze and felt my eyes widen dramatically.

"Oh! Uh, um, oh…," I stammered, as eloquent as ever. To be fair to myself, this was my first time ever being in this situation, ever seeing an erection in real life, ever having contributed to said erection. This was something I'd worried about before… I had worried that the… penis of it all would put me off. But now here I was, staring down the bulge in Honey's pants and… I wasn't put off. Actually, I was kind of even more turned on?

"I- I mean, I don't mind that you're…worked up, if you don't mind," I offered hesitantly. "I mean, you can't see it but.. I'm also worked up. A lot," I confessed, shifting slightly, as if my body wanted to demonstrate its desire for more friction, my eyes darting away once before I forced myself to look Honey in the eyes. Surprise flickered across his face and then his eyes darkened another degree, lips pulling up in a gleeful smile.

"If… you don't mind, then I don't mind either…But maybe we could cool off for a minute," he suggested.

I nodded and he moved off of me, both of us returning to sitting face to face. I did my best to keep my eyes on his, rather than looking down at his still bare chest or…lower. Based on the amused grin spreading across his face I wasn't very successful. I cleared my throat, mentally searching for some way to draw attention away from my obvious attraction.

"Um, so, I think it's your turn now?" I suggested, then clarified when he tilted his head, "I mean, we talked about my preferences… What are yours?"

"Oh," he looked up as though searching the ceiling for answers, "hmm, I also like a lot of things!" His voice was full of teasing amusement and I rolled my eyes at having the unhelpfulness of my own answer reflected back to me. Then I realized that this also gave me the opportunity to take the same route he had. Mindful that we were supposed to be slowing down, I chose not to lean in just yet and stayed in my seat. Instead I slowly reached forward, giving him plenty of time to lean back, and carded my fingers through his hair.

"And one of the things you liked was…," I paused, taking the time to scrape my nails through the hair at the nape of his neck, "light scratching?"

I watched as his eyelashes fluttered and he shivered slightly. "…Mhm, I do like light scratching sometimes… other times," he looked at me and his lips pulled up in a small smirk, "I like stronger scratching."

My fingers stilled momentarily as the air seemingly disappeared from my lungs. I willed myself to get it together. He'd already had his turn at flustering me; it was time to even things out and make him the flustered one for once!

So I bolstered my courage, tried to pull up the boldness I knew I had somewhere deep inside of me, and went up to my knees in front of him. I looked down at him and gripped his hair, pulling his head back slightly to look up at me. " Right… y-you also implied that you like to be dominated sometimes?"

Chocolate brown eyes were wide as they looked at me, something akin to awe flitting across Honey's face as he nodded. "U-uh, yeah!" he squeaked.

Hoping he couldn't feel the trembling in my limbs, I gripped his hair tighter for a second while I clambered over to straddle him, hovering over his lap. I raked my fingers down his neck and shifted to press his shoulders, gently prompting him to lay back. I wasn't sure if it really counted as being dominant if I was this gentle but…we were still new to each other and I'd rather start small. I paused, hopefully imperceptibly, suddenly besieged by uncertainty.

Oh god, who am I trying to kid? I can't be effortlessly sexy like him…I'm probably just going to come across as totally awkward and inexperienced.

But I currently had an extremely gorgeous man topless below me, doe eyes looking at me patiently.

Okay, I need to snap out of it. First times are always a little awkward… just take it slow and…hopefully he'll still like me after this.

I took a sneaky breath as I slid my hands down from his shoulders to his wrists, lifting them and resting them next to his head on the sofa, pinning him in a mirrored facsimile of the position we'd taken in the dojo. I leaned in, brushing my lips against his ear as I whispered, "How's this?"

"G-good," he breathed, and I nearly sighed in relief.

Emboldened, I smiled and moved my lips over his neck. "Good, and what about kissing…in places other than your lips?"

I felt his throat brush against my lips as he swallowed, "Mhmm, I like that too." His voice was low, raspy, and I was jealous that he was able to string a sentence together when I'd been a gibbering mess in his position.

Encouraged by his answer, I just barely brushed my lips against the patch of skin below his ear and littered open-mouthed kisses down his neck in a path towards his chest. I reached his sternum and hesitated. I knew what my next step would be if Honey was a woman but I didn't know if it would be weird to do to a man. Surely not… Nipples were nipples after all… Deciding to play it safe, I moved one of my hands from his wrist down to his chest while I continued planting kisses along his neck, sternum, and abdomen. His skin was smooth, and I could sometimes feel his muscles rippling below the surface. His heavy breathing and the clenched fists I could see when I looked up towards his flushed face told me that maybe he was affected by me in the same way I was affected by him.

Looking up through my lashes, hoping beyond hope that I looked sexy and not stupid, I asked, "How do you feel about…licking?"

He blinked at me, pink lips parting as his chest heaved. "U-um, licking… yeah. That- that sounds, um, good."

I felt my own heart rate pick up, the empowerment that came with realizing that I was having this effect on him was heady. Keeping eye contact, I tentatively swirled my tongue over one of his nipples, biting back a content sigh. Honey groaned and his hips bucked up, his pelvis rubbing up against my core in a way that had me gasping out, not having been prepared for the magnitude of pleasure that was now shooting through my body.

Okay, so I think that's a yes to nipples.

Not wanting to break the momentum, I moved back to his neck and then to his ear. "What else Honey?"

"C-call me Mitsukuni."

I paused, surprised, and then forged ahead, continuing my ministrations between words. "What else Mitsukuni. What do you like?"

His body shuddered below me and I suppressed the urge to rub my pelvis down against his. We were taking things slow. I was pretty sure grinding would not be conducive to slowing down.

"I like… I-I'd like to touch you, see you. If- if that's okay," he rasped, voice sultry. It was his fingers sliding along the hem of my shirt that helped me understand what he meant. He wanted me to take off my shirt. My stomach fluttered with nerves at the thought of him seeing me topless. It felt so vulnerable to me even though he'd already seen me in a bikini…

For fuck's sake he's lying topless underneath me, we both admitted to being 'worked up', and my underwear is wet. We're already in a vulnerable place.

And so with one more kiss to his jaw, I sat up, making sure to hover and not put any weight on his lap, worried I'd hurt him if I did. Before I could overthink, before I could make eye contact and feel more vulnerable, I pulled at the hem of my shirt, peeled it over my head, and tossed it to the side.

Thank god I wore a nice bra today.

I forced myself to look back at Hon-Mitsukuni, holding back the urge to cross my arms over my chest or stomach. Luckily, I wasn't given too much time to agonize over what he saw, what he thought, because I very quickly found myself launched off of his lap and onto my back. The hottest man alive was now propped up over me, eyeing me hungrily.

"You're so gorgeous Emi," he nearly purred. And then his lips were peppering kisses across my collarbone and down along the edge of the cups of my bra, and I was arching my back, just wanting to feel his mouth, or even just his hands, on my breasts. My hands were wandering, smoothing up over his chest and scraping down his back, pulling him closer. And now I could feel the hard line of him against me and I felt like my very cells were composed of fireworks, lighting up with every touch.

God. Fuck. I don't want to stop…but we probably should? We said we were going slow and I don't know if I'm ready to deal with… the results. I'm pretty sure it's messy for guys too and what then? Would we take turns showering? Would we shower together? I don't think I want him to see my whole naked body with all the lights on!

As if reading my mind, or the slowing of my hands, Mitsukuni was already pulling away, brushing one of my curls aside and kissing me sweetly on the nose and then the forehead. We sat, catching our breaths.

"Sorry Emi-chan, but I think maybe we should stop for tonight?" he offered questioningly, cheeks flushed and blonde locks ruffled where I'd run my hands through them. "I was enjoying that a lot but-"

"Y-you don't have to apologize H-Mitsukuni, I was actually thinking the same thing… I, um, was having a lot of fun too, though. Like a lot," I admitted sheepishly, knowing my cheeks were probably bright red. I averted my eyes, reaching for my shirt so I wouldn't have to look at the man who had brought me to this state. Despite agreeing with him, I felt suddenly awkward and exposed with my shirt off.

Before I could lift my shirt over my head I felt a certain pair of magic hands gently stop my movement. I looked up and found myself face to face with the famous puppy-dog eyes that I hadn't yet been able to resist. "Emi-chan, wait, I thought maybe we could cuddle before we get up?"

Now how could I deny such a sweet request coming from what had to be the sweetest and cutest man to exist? I wasn't sure why I had to keep my shirt off for this but I wasn't about to question it and make things more awkward. So instead I nodded and scooted closer, slotting into the space against Mitsukuni's side where he'd lifted his arm to welcome me in. We leaned back against the sofa, my skin tingling pleasantly where it touched his still bare skin. Mitsukuni sighed contentedly, gently rubbing his cheek against the top of my head like a cat. I found some of the tension and embarrassment flee my body as he rubbed a hand along my spine and I cuddled deeper into his embrace. My ear was against his chest and the steady beat of his heart was soothing, calming, helping to solidify the fact that we were cooling things off despite our continued touching. I couldn't deny that the part of me that still worried he was only interested in sex, despite all the evidence to the contrary, was reassured by the post-makeout cuddles.

"You're so pretty Emi-chan," he murmured into my hair, arms squeezing me tighter for a moment as if to emphasize his words.

I blushed, still just as uncomfortable with compliments, and chose to deflect. "No, YOU'RE so pretty!" I retorted, like a five year old, then stammered uncertainly, "Or, uh, handsome? Attractive? Uh…"

My head bounced up and down on Mitsukuni's chest as he giggled cutely. I looked up at him in mock aggravation, furrowing my brows and pouting my lips. He schooled himself for a moment, peering at me through coyly batting lashes, "Aww do you think I'm pretty Emi-chan?"

I glared at him. "Yes," I pronounced defiantly, sticking my tongue out at him for good measure. "You are very pretty and you know it!"

"Hmm, well thank you very much Emi-chan~," he preened serenely, then stared pointedly, "Did you see how I did that?"

"Did what?" I asked, confused.

"Accepted your compliment," he grinned cheekily, bopping me on the nose as I stared at him in outrage.

"Oh fuck you," I laughed, grabbing the pillow next to us to whack him gently upside the head.

He blinked at me with innocent brown eyes. "Not yet Emi-chan~ We just decided to stop for tonight, remember?"

I gaped, neck prickling with heat, then slumped back with a groan. "Oh my goddd, Mitsukuni! You're such a little shit," I whined.

He beamed down at me proudly, pink flowers dancing around his head. "Yep~ But you like me anyway!"

I let out a long-suffering sigh and shrugged, "Yeah, I do."

He suddenly bounced to his feet, pulling on his shirt in one fluid motion and holding mine out to me. "And I really like you so I don't want you to starve! Come on, the food is probably ready! Let's have supper, and then dessert, and keep watching the show! Let's go, let's go!"

I laughed at his enthusiasm, putting on my shirt (without even feeling awkward!) and followed him into the kitchen. He quickly dished up some hot soup and some rice and then we brought our food out to the living room so we could watch the medical drama while we ate, taking turns looking away from the screen in disgust at particularly graphic operations.

The rest of the evening was spent eating, watching TV, and chatting while we cuddled. I felt warm, and comfortable, and cared for in a way I hadn't ever really felt with any other romantic interest. Somehow a conversation that was inherently awkward was made bearable and had actually turned into something very enjoyable.

And Honey had asked me to call him by his first name for the first time! I, Emi, was seeing the ever gorgeous, amazingly sweet Mitsukuni, and it was hard to imagine that things could get better than this.

Well… I could be less sexually frustrated…

But even being sexually frustrated was fun with him! I hadn't been kidding when I'd said I liked teasing, and I was coming (or not coming) to find that this was an area in which Mitsukuni was extremely proficient.

I was definitely looking forward to learning more about this gorgeous man and his many skills.