I do not own these characters or the world, that belongs to our lovely author of MHA, Kohei Horikoshi. Also, cover art was a commission by me from the artist Krumbs. Follow them on or Twitter—though I guess that's called X now—if you'd like! They are extremely talented!

A/N: Because I can't seem to write a chapter under 5K words nowadays. Not sure if that's a good thing or a bad thing. I know that as a reader, I tend to enjoy longer chapters unless they're like boring and describing the fucking paint drying or the moss on a fecking tree, those chapters are AWFUL…so hopefully my long winded wind bag chapters don't make you want to scratch out your own eyes. And…enjoy oh and, thanks for any reviews/follows/favs—they mean a lot to me and sometimes even make my day!

Sixty-Two

Well, I Certainly Wasn't Thinking That

"S-s-so what, er, what, do you think you want?" Izuku asked nervously as both he and Uraraka finished gathering up the fallen Jenga blocks and putting them away. He watched as she closed the lid to the Jenga box and handed it to him, her eyes on the floor the entire time. After she'd passed the put away game to him, he noticed how her hands flitted down to the sides of her tank top and began nervously picking at the material. She's nervous, he thought to himself as he stashed the game in the cupboards next to his desk.

"Um…well, I wanted you to, uh, I wanted," Ochako's voice trailed off as Deku turned from the cupboards to face the brunette. The moment his gaze met hers she averted her eyes and looked away. "It's, well—never mind! It's, it was silly." She turned around and moved over to his bed where she sat down and pulled her legs up to her chest.

What did she want to ask me to do? Was it really that embarrassing that she gave up on it? Izuku asked himself as he moved over to his bed and stood over her. "But you won fair and square. If it's something that I think is over the top or uncomfortable I'll tell you. Promise," He encouraged and gently put a hand on her knee.

Ochako's face tilted upwards and she opened her mouth and said, "well I wanted, I wanted—no, it's too embarrassing!" Her gaze met his for a split second causing her cheeks to darken and she hurriedly started to cover her face with her hands as if shielding her view of him would diminish any embarrassment she felt. Izuku was surprised as she then rocked backwards on his bed onto her back, her knees still drawn up, hands still covering her face.

Izuku moved closer to his bed so that his knees touched the edge of the mattress as he leaned forward over her feet and knees so that he could see her better. With the utmost tenderness, he placed his hands onto her shoulders.

"Ochako it's okay. I promise that I won't make a big deal out of whatever it is you wanted to ask me to do or tell you. If it's something that I don't feel comfortable with I'll tell you that. Nothing you ask me to do or tell you is going to make me think less of you or judge you. I want to hear what you have to say," he said in a voice that was whispery soft and comforting.

With her hands still covering her face, Deku heard her sigh briefly before speaking. "You promise you won't think I'm weird?"

"I promise." Another sigh.

"Okay…I-I want to see you…all of you." Her voice was quiet, not unlike the delicate little squeak of a frightened mouse. Even with her hands still covering her face Deku could clearly see the redness in her cheeks.

So she wants to see me…okay, but see me how? We sort of did this before, sort of, though I was fully clothed…so would this be the same or without an article of clothing? Like without a shirt on? Without pants on? Without any clothes on? His thoughts raced wildly in his mind and he had to swallow down the anxiety they were causing him. Clarification; he needed clarification.

"Okay; you want to see me…like without some of my clothes or like all of me as in birthday suit?" He tried his hardest to keep his voice even and calm sounding but couldn't help the tremble that kicked in at the end of his sentence. Wait…I hope I didn't just misinterpret what she was asking. Oh lord, if that's not what she meant than I took that into a whole new and potentially creepy direction…

His voice—now high with anxiety—wavered as he quickly added, "not that you meant that though—but if you did mean that, well I just wanted some clarification, but you probably didn't mean that, haha! I just got ahead of my—"

"I meant without clothes," Ochako interrupted, her voice still quiet, hands still covering her face.

Oh. So I was right. So she doesn't think I'm a weird pervert assuming the worst. Hmm. I WAS RIGHT?! No way! But how do I feel about that? Do I feel comfortable being completely exposed to her? Yes? No? Maybe? His thoughts were all turbulent seas and a strange mix of terror and excitement. The thought of being seen was scary—what if he didn't look normal? What if she'd seen better looking naked boys? What if she didn't like what she saw? What if she wanted to touch him like that—but at the same time, it was kind of exciting to be seen, kind of erotic.

"Oh," was all he managed to say as his mind raced on ahead like an out-of-control freight train. The admission from Ochako was surprising enough that his attempts to be soothing and comforting and encouraging fell apart and that one-word response sounded flat and vacant, which was the only way he could sound considering the fact that he was now deeply engrossed in an inner dialogue within himself. However, his single word response was enough to tip Uraraka's anxiety over the edge.

"Sorry!" She said with a yelp which was followed by a telltale pink glow as her quirk activated. Izuku realized half a second later once he felt her shoulders begin to push up against his hands. The motion surprised him enough that he jumped back from his bed, breaking any contact he'd had with her.

Izuku watched as Ochako's weightless form continued to float upwards from his bed for about half a minute before he made an internal decision and stepped back toward his bed. He gently grabbed one of her bare feet with one hand and steered her floating form from his bed and into his arms. One hand curled up and under neck, the other tucked under her knees. It was a somewhat precarious state since she was currently weightless and he had to keep a rather firm grip on his makeshift bridal carry style hold on her.

"It's okay; I've got you; you can release yourself," he said softly. A moment later she was weighted. She was still covering her face from him. "Ochako, look at me."

Very slowly, Uraraka's hands lowered down her face to just under her eyes, still obscuring the lower half of her face. Her eyes were open to little slits, her cheeks still crimson flushed. "It was stupid and weird to ask for. Sorry."

Deku couldn't help but smile at her. Even red faced and squinting she was still the most amazing thing he'd ever seen. "It wasn't stupid to ask for and it wasn't weird; not to me. I said that I'd tell you if it was too much and while I'll admit that it makes me nervous and a little scared…it isn't too much. So if that's what you want as your prize for winning, I'm okay with that."

Uraraka's hands fell from her face and she stared at him. Her cheeks were still red from embarrassment but her eyes were now open. "Really? It's okay? You don't think I'm weird for…for wanting that? And you're okay with it?"

"I don't think it's weird at all, and I am okay with it. I promise," he answered, his voice soft and reassuring.

"O-okay."

Deku let Uraraka down then and the two separated. She stood in front of him, her face still red and eyes darting between him and the floor. He felt awkward and uncertain; what was he supposed to do? Was he supposed to undress himself? Was he supposed to take off his clothing slowly and like seductively? He wasn't sure he knew how exactly to do that. Was she supposed to take his clothing off? He needed some ground rules.

"So…um before we er, well you know, before that, I'm just curious, and you don't have to answer if you don't want to…but why ask for this?" He quietly asked. He was legitimately curious why of all the things she could've asked for this is what she wanted as a prize for winning.

Ochako's eyes stopped nervously darting between him and the floor and were now glued to the ground. "Well um…I've never actually seen a naked boy that I liked in real life before—but saying that out loud makes me sound like I just want to see you for some weird scientific curiosity which is not what this is," she paused briefly to take in a shaky breath, one hand going up to her temple, eyes still locked onto the floor before flickering to his face for a split second. "I guess…well I guess, I think, er, I don't know…I've touched you and that was really nice but I didn't get to really see all that much of you during those times and because you're someone that I really, really like I want to know all of you. I guess part of it is because I want to know all of you inside and out and because when I'm alone and not with you I want to be able to imagine you accurately."

"You're someone I really, really like and I want to know all of you,"; "I want to know all of you inside and out and because when I'm alone and not with you I want to be able to imagine you accurately." Her words echoed and circled in his mind. She wanted to know all of him; while that made his belly grow warm with love, he also felt a stab of guilt at her honest declaration. He wanted her to know him inside and out too; to know all of him…but she didn't know the truth about his quirk. Could he tell her that? All Might had always urged caution and stressed the utmost secrecy of the nature of OFA and he'd followed that to the letter; Kacchan not counting since he'd sort of put two and two together on his own.

But he wanted to tell her! She'd been with him since the very beginning, since before he'd even stepped onto the campus proper, she'd been there! When he was falling to his imminent death during the physical exam she'd saved him despite being past her limits; during the sports festival she'd sought him out and willingly joined up with him; she'd been the first to sense something was wrong when he'd been alone with Shigaraki at the mall; when they'd been in dire straits during the camp she'd stripped out of her shirt to help him; when black whip had first emerged she'd not hesitated to leap to his side to help him despite getting hurt. She was always there, cheering him along in whatever way she possibly could. If anyone deserved to know it was her. Okay…after we finish up the group work studies tomorrow, once we're back at the dorm, I'll tell her; I'll tell her the truth about OFA, he told himself.

Now that he'd dealt with that thought he was left with the other part of what she'd said; she wanted to be able to imagine him when they weren't together. You know she's talking about when she's alone with herself, right? She's talking about touching herself…while thinking of you. She wants to see all of you because she wants to imagine that, a naughty little voice whispered to him.

Izuku felt his cheeks burn hot and probably turn a brilliant shade of red. He had to resist the urge to clap his hands up and onto his face to try and hide his shame. Putting his embarrassment aside, he still needed some clarification on how this was supposed to go.

"Deku?" Ochako's voice interrupted his inner stream of consciousness and he blinked in embarrassment at her. How long had been in his own head? He honestly didn't know.

"Uh, sorry, I was, thinking…but what you said, it makes sense. Thank you for telling me…um, so…how do you want to do this? Do you like want me to undress myself…?" His voice trailed off and his eyes darted wildly around the room. The room had somehow managed to grow stiflingly hot; when had that happened? He felt like he was sweating buckets!

"Um, well, I think…I think that I'd like to undress you. I'm not going to, touch you…er, I don't plan on touching since I think that might make me and you a little too excited and I want to just see you right now. So, I guess…I'll just undress you…?" She sounded doubtful and when Deku managed to find enough courage to look at her, he saw that she was looking at him uncertainly.

Okay so I just have to stand here and she'll do all the rest. She'll undress me….wait…she'll undress me?! Why is that so exciting to me? He thought to himself in a panic and then felt an even greater stab of panic when he realized that there was swiftly growing tightness in his pants. Why am I so excited about her undressing me? I guess it's kind of erotic but no, calm down! Calm down! If you don't calm down you're going to make a mess of your pants before they even come off!

"O-o-okay, but um, Uraraka?" He defaulted to her surname before he could even stop himself. "I'm uh, well, I'm already kind of excited so…sorry about that." His eyes lowered the ground in embarrassment. Was this how exhibitionists felt?

The floor creaked as Uraraka took a step closer to him. He could see her bare feet just in front of his sock covered feet. Izuku focused on her dainty little toes, unadorned and natural. He wondered if she was the type that liked to pain her toe and fingernails and briefly wondered that maybe one day when she had more money at her disposal, if she'd treat herself to such things. If you'd like to get your toenails painted sometime, I'd happily go with you or if you let me, I'd be happy to treat you to one or I could even paint them for you if you wanted.

"That's okay…I am too." Her voice was whisper quiet and sent shivers down his spine. "Can, can I start?"

"Yes." He managed to look up from her feet and to her to see that she was eyeing him intently. When their eyes met, her cheeks darkened and she made an audible gulp before stepping forward so that she stood less than an arm's length in front of him.

Deku felt locked in place by her gaze and managed to not jump when she reached out and touched the bottom hemline of his shirt. Her gaze shifted downward for a second as his shirt was pulled over his head. A moment later and he was shirtless, save the compression sleeve on his right arm. Ochako held onto his shirt and gently tossed it over toward the bed where it landed without making a sound. He watched as her eyes roamed over his bare torso and up to his face. With her left hand she reached out toward his right shoulder and just barely grazed his skin with her fingertips.

I thought she wasn't going to touch, he thought to himself in a panic. He made a tiny grunt of surprise at her touch and her fingers hesitated just as they'd started to touch the black compression sleeve. Her eyes flickered to his and something in that gaze, he honestly wasn't sure what it was, but something about it made him feel like he was going to go weak at the knees or melt into a puddle. Was it adoration? Pure affection? Love?

The word love made his stomach twist and turn with excitement and fear. No, no; it was just desire, probably that. Yes, definitely that.

"Does it hurt you?" She asked softly, her fingers just barely slipping beneath the tight band.

The question surprised him that it took him longer than it should've to respond. He remembered the last time she'd wanted to look at him and how she had lingered on the old injury that time too.

"Um, no, not really. Sometimes when the weather is changing or before a storm, it will ache. The compression sleeve helps a lot though." Her fingers fell away from the sleeve, now settling at the top of his gym shorts.

"Is it okay if I take them off?"

Izuku couldn't find his voice so he wordlessly nodded at her. He held his breath as she gently tugged down his shorts before letting them slide the rest of the way down his legs to land in a pool around his ankles, leaving only his All Might themed boxer briefs. Deku watched them fall, painfully aware of the embarrassingly obvious bulge in his briefs not to mention the All Might underwear. Did he own any undies that didn't have All Might on them? He was afraid to look up, fearful to see judgement or something negative in her face, even though in his heart he knew that that was not something he was likely to ever see on her face; not in regards to him.

Her hands moved forward with what felt like purposeful slowness and settled on his hipbones, her fingers dipping just barely beneath the waistband to his underwear. If she moved her hands just right she'd almost certainly brush against his erection and he honestly wasn't sure if he'd be able to not blow his wad if she did that. Calm down Izuku, calm down, he told himself.

"C-can I?" The words were barely a whisper.

Can she? Do I want her to? Um…yes? Yes!

He nodded.

A moment later and her dainty little fingers hooked the waistband and tugged them downward, briefly snagging them on the erection that proudly sprung out as if to say, 'look at me, look at me'! She snaked them past the newly freed trouser snake and then let them join the gym shorts on the floor. Once his boxer briefs were on the ground, he realized that he'd been holding his breath and immediately released it in a loud exhale. He tried to calmly breathe in but that quickly turned into an inhaltory gasp when he realized that Ochako had dropped to sitting on her knee's, her face almost perfectly aligned with his groin.

What's she doing down there? She said no touching! What's she doing down there?! Oh my gosh I think I might come here and now, no, no, no! Stop thinking those thoughts! It's not like she's going to put her mouth on it—DO NOT THINK THAT! Anything but that!

Deku's heart hammered away in his chest like a bird trapped in a cage. "Um…wh-what are you doing?" His voice was no more than a squeak of anxiety.

Ochako looked up at him from her kneeling position on the floor, her face somehow the picture of innocence. Seeing here down there and looking up at him with that painfully obvious boner just a short distance from her face nearly pushed him over the edge but he dug deep and resisted getting caught up in how erotic the current positioning was.

"I just wanted to get a closer look," she answered as she glanced back down before looking back up at him again, "is that okay? I can stop."

Was it okay? No! No, it was not okay! He was about to come right in her face and she wasn't even doing sexy things to him; she was just there and that all by itself was more than enough to push him right to the edge…but she wasn't touching him and as long as she didn't touch him, he might be okay…maybe.

"It's just, er, well, that, I'm uh really, really excited is all and I'm afraid that I won't be able to stop myself from, well, you know, making a mess. Sorry. I'm sorry," his voice was a stutter and far higher than it needed to be. He desperately hoped that she wasn't hearing what he was saying and thinking he was some sort of pervert with zero self-control. In truth, it took a lot of effort to continue with this level of restraint. He was a mostly virginal adolescent boy with zero sexual experience until very recently and the idea, not to mention the actual act, of the girl he liked on her knees in front of his junk was like the ultimate masturbatory fantasy.

Much to his relief, Uraraka rocked onto her heels and grabbed his briefs and tugged them upwards, pausing briefly to move delicately around the primed to strike trouser snake. Once his nethers were covered, she helped him pull on his gym shorts and put his shirt back on. His heartbeat finally seemed to be slowing down and he felt like he might sigh in relief. It'd been an interesting experience, and definitely something that he was going to think about at another time when she wasn't with him.

"Do…do you…maybe want to look at me now?" Her question caught him completely off guard and any relief he felt evaporated faster than an uncapped bottle of rubbing alcohol.

He stared at her with huge eyes, his face stunned, mouth practically hanging open with shock. "That's an option?!"

Ochako's gaze darted to the floor bashfully, her hands lacing behind her back, a blush in her cheeks. "If you would like that then…yes."

He was allowed to see her? All of her? With the lights on too?! And, and, did this mean he got to undress her this time? He couldn't or shouldn't, touch her, but he could see all of her! That was like a gift from God. He'd wanted to see all of her for a long time but would never have asked for that because it seemed rude to him but that didn't mean that he still didn't want it, because boy howdy did he!

The very thought of getting to see Ochako completely nude was practically orgasmic all by itself. Just like she had wanted to be able to imagine all of him, he could do the same! When he was by himself he could have a fully put together picture of the girl he adored, no loved, because honestly it was feeling more and more like that, though he was more content to skirt around that word right now. All that aside though, he was 100% down to undress and see all of her…as long as she was okay with it, of course.

"YES! Um, I mean, yeah…but you're sure you're okay with that?" Deku agreed, his voice a little too eager and too loud. He could just imagine Mineta on the other side of the wall, his ear pressed against it. Please don't be doing that Mineta…

Uraraka raised her gaze to his and gave one of the demurest smiles he'd ever seen. "I'm okay with it. I-I don't mind you seeing me. Except, can we turn off all the lights except your bedside lamp?" Deku nodded eagerly and stumbled past Ochako to switch on his bedside light before nearly tripping on his way to flip off the overhead light. Even if he only got to see her with one light one that was still awesome; it was more than enough!

As Izuku turned from the light switch and toward Uraraka he wondered why she had wanted lower lights. For mood lighting? Was it because she was insecure about her body? Why on earth would she be concerned about her body? She had the most beautiful face and the best body he'd ever seen! Not that he'd really seen that many women's bodies, or well, any for that matter. The memory of Hado in her formfitting dress for the beauty competition from the school festival briefly returned to him. Okay, Hado definitely had, as Lemillion had put it, a well-balanced body, but it still didn't compare to the girl in front of him. What on earth could Uraraka be insecure about? Didn't she know she was stunning and while he was totally okay with viewing her under ambient lighting, he knew that viewing her under full lights or even under harsh medical lighting that she'd still look like a goddess!

He moved across the room and toward her, stopping about an arm's length in front of her. He eyed her with both excitement and anxiety. Deku took a half step forward, his hands trembling as they reached out to take hold of the bottom hem of her tank top. Uraraka's hands were in front of her now, one hand holding her opposite arm. As his shaking hands reached out, she released her grip on her arm and preemptively raised her arms above her head, spurring him onward.

His fingers pinched the sides of the shirt, briefly marveling at the softness of the fabric and wondering if it was polyester, cotton, or some sort of rayon spandex blend. He managed to dismiss such mundane thoughts and then pulled the tank top up and off of her in one fluid motion. Izuku was so struck by the now shirtless—clad only in gym shorts and lacey bra—that Ochako's discarded tank top fell from his hands and rather unceremoniously onto the floor.

The mood lighting was nice but he found it also frustrating since he wasn't able to fully take in Uraraka's mostly nude torso. He instinctually stepped forward, his eyes trying to absorb every detail possible. The bra she wore was different than the one he'd been lucky to catch sight of—this one was a rosier pink but faded as if it had been subject to the wash many times before and the color bled out over time. The cups were scalloped—a nice effect—and decorated in black lace; a tired little black bow at the bras center.

He wasn't sure if it was the bra or just Ochako's natural shape, but the bra created an appetizing amount of cleavage that he felt compelled to reach out and touch, or better yet, put his face into. His hand moved on its own and had left his side before he realized it was moving on its own and stopped the action. Not touching was going to be extremely difficult. He really wanted to touch.

Ochako's cheeks were bright red, her chocolatey gaze bouncing between Deku's face, the floor, and the ceiling. She looked nervous; he didn't want her to be nervous.

"If it's too embarrassing, we can stop," he said softly, his concern for her comfort now greater than his desire to see her naked.

Her eyes snapped to his and she shook her head. "No. It's just that it's a little awkward. I guess I didn't think about that or that you probably felt this way too." Ochako's gaze lowered to the floor, regret evident in her eyes.

Before he could stop it, Deku's hand reached out and gently touched her shoulder and then cupped her chin and tipped it upwards, to face him. "Getting er, naked, in front of someone for the first time I think is supposed to be a little awkward. I felt awkward but I liked knowing you were looking at me and that you seemed to be well, uh, enjoying that…but we don't have to keep going if it's making you uncomfortable. That is totally okay."

Ochako blinked at him, a little bit of red dotting her cheeks. "Thank you for that…and I'd like to keep going…I'd like for you to see me," she said. Before he could respond or even move his hand away from her face, she surprised him by reaching back behind her back with one hand. Deku heard the tiniest of popping sounds and then realized that she'd unhooked her bra, the band now loose and her breasts spilling under it. She slipped the lacey black straps down her shoulders and then tossed the bra onto his bed and then stood completely topless before him.

His arm dropped from her cheek without him realizing it as he took in what he could only describe as the most beautiful and perfect breasts that he'd ever seen. Sure, he didn't exactly have an extensive repository of real-life boob experience, but he'd seen them in magazines and movies and some of those things had been pure smut so those boobs were considered preem—but none of those compared to what he was looking at now. They were like the ideal shape, somehow perfectly full on both the top and the bottom. Her nipples and areolas were like pink little rose petals fallen freshly from the flower.

It took all his restraint to not surge forward and press those glorious breasts between his palms and then to bury his face in between them. He'd had the pleasure of having one in his mouth and fondling the other the last time they'd been together, but it had been dark then and while he could see he couldn't see that well…but now, even with the mood lighting, he could see them and it was so much better than the darkness of her bedroom. He felt like he was Adonis or Anchises looking on the goddess Aphrodite for the first time—captivated and spellbound by beauty alone…but unlike those famous figures of lore, the girl before him was personally well known to him and while he found her to be the most exquisite of creatures, it was her soul that he was truly enamored with; the beauty of that soul alone rivalled all others.

Uraraka started to slide out of her gym shorts then, surprising Deku even further by her taking initiative for him. Her movement broke him of the spell she'd inadvertently cast, and he clumsily moved forward to assist her out of her shorts. They fell around her ankles, leaving nothing but a lacy little pair of plum-colored panties behind.

The second his eyes landed on those dainty little undies he squatted down, not unlike Uraraka had done earlier and his hands moved all on their own. Fingers hooked onto the waistband and tugged downwards and over her curves until they tumbled down her legs and landed with her shorts on the floor. Izuku rocked back onto his haunches, his eyes glued to the juncture between Ochako's legs.

Like her breasts, he'd had the privilege of touching this part of her but unlike her chest, he'd never been able actually to see what he was touching. Now he was face to face with the often spoken about, mysterious, confusing, and a little bit scary epicenter of womanhood. Thinking in those terms made him blush out of embarrassment. What was he? Some spinster reading flowery romance novels? No, he was a teenage boy and right now he was in the most desired and sought after location of many a teenage boy…squatted in front of the lap of his girlfriend.

He took in the dark cluster of curls nestled over her pubic bone, the little mole on the inner side of one of her thighs, and the just visible pouty lips poking out beneath the nest of curls. If he'd thought the restraint required to not put his face in her boobs had been a lot, he was sorely unprepared for the restraint required to keep his face out of this location. Izuku wanted to touch, caress, fondle, and taste all of her. What would she taste like? What would she smell like? Would it be like her regular perfume of peonies and strawberries but mixed with something more primal; something tinged with the heady scent of desire? Or would it be something altogether new? He had no idea but he desperately wanted to find out.

Deku's shins were starting to ache from the sheer amount of tension he felt had accumulated from his squatted position. Oh how he desperately wanted to rock forward and bury his face in her lap…maybe if he asked nicely she would let him, for just a minute or two nothing more…

"Deku…?"

Uraraka's timid voice managed to cut through his desire laden thoughts and he managed to clear his mind as he looked up at her. He was surprised to see insecurity plainly etched into her facial features. There was a heavy blush in her cheeks and she appeared to be biting one of her lips nervously. She'd also moved one of her hands over her chest, slightly obscuring them from view. Oh no, I did something I shouldn't have. Maybe I shouldn't have just taken off her panties without asking if that was okay? She looks so uncertain—that's the last thing I want her to feel!

Izuku immediately stood up, his thoughts completely redirected from horniness to concern. If something he'd done had unsettled her or anything about the situation made her uncomfortable, he wanted to rectify that as soon as possible. He made a point of keeping his eyes on her face, never glancing down at her nudity despite the teenage part of him that really wanted to.

"What's the matter? We can put your clothes back on if this is going too fast. I should've asked before I took off your underwear. Sorry," he said in a rush and started to bend over to grab her discarded clothing before Uraraka used her free arm to catch his shoulder.

"No, that's not it, I, er," her voice wandered off and her eyes lowered. Deku remained half bent over, his eyes again glued to her face. "I…well the look on your face when you were looking at me, when you were looking at all of me. I can't read it; it's so intense that I can't tell what you're thinking, if it's good or if it's bad. What are you thinking when you were just now looking at me?"

Deku slowly stood back up and faced her. That was what was bothering her? What a relief that was! Here he thought that she was feeling fearful because they'd moved too quickly or because she was embarrassed of herself, though he supposed that that was probably an unspoken undertone of her question.

"You're sure that that's what was bothering you? You didn't feel like uh, I, well I didn't do anything you didn't like?" He asked, attempting to clarify.

Ochako shook her head in response. "No. Nothing you did was bad…I just…I want to know what you're thinking." What am I thinking? He asked himself as he looked at her.

For perhaps the first time in his life, Deku didn't play twenty questions in his own head and answered almost immediately. "I was thinking that I wanted you. Just that, that I wanted just you…all of you." Of course, once the words were out of his mouth, he instantly regretted not spending an excessive amount of time with analysis paralysis over her question.

Why did I say that? That sounded weird or maybe even creepy. Who says something like that? What a terrible answer to a simple question! I should've said that I was thinking she was the most amazing and beautiful thing I'd ever seen; that I wanted to see what she smelled and tasted like…no, that would've been weird. Damn, why do I have to make things awkward?!

He was so caught up in his own head that he failed to notice the wide eyes and rosy cheeks in response to his question. In fact, he was so occupied spiraling down a mental hole of insecurity that he completely missed her stepping closer to him and out of her discarded shorts and panties and closing the distance between them; moving in to kiss him. Izuku felt her hands slide down his shoulders and arms to entwine her fingers with his and bringing the interlocked hands up to rest between them. He was hardly able to react or kiss back as Ochako took more steps toward him, causing him to step backward until he was flush against the wall next to his door.

Whoa, when, when did she decide that she wanted to touch? And holy crap! She's totally naked and pressed up against me and like full kissing me! His thoughts ran wild in his mind as a fresh wave of desire washed over him, snapping him out of his surprised stupor.

Izuku finally managed to kiss her back, catching her lower lip between his teeth to nip it. He heard her take a sharp intake of breath and then felt her tongue sweep into his mouth, flicking against his. Her pelvis seemed to be rocked forward, tilted aggressively toward his thigh. He could feel the warmth of her radiating against the thin fabric of his gym shorts. What if I put my thigh between her legs, he thought to himself briefly as he slipped his leg between hers. The response from Ochako was heaven—she immediately ground her pelvis against his thigh. Oh how he wished he'd not put his shorts back on and that right now his leg was bare. He could feel her heat through his shorts but it just wasn't the same as full skin to skin contact.

He released her hands and let them wander over her shoulders and down her arms before pressing into her breasts. He brushed a thumb over one of her nipples, savoring the softness of the skin contrasted with the hardened point. Ochako's hands were on his jaw, tugging him toward her. Her kisses migrated from his mouth to his jaw—her hands relocating to up and under his shirt—and down along his neck until he felt her teeth brush over the pulse point in his neck.

Before she'd started kissing him and as he'd started to spiral in his head, he'd managed to get his raging erection under some level of control; being an overthinker had mostly negative side effects but it did have at least one good thing going for it—the remarkable ability to zap any arousal in an instant if used wisely—but now that he was hardcore making out with Ochako any progress he'd made was annihilated.

His briefs felt like they were far too tight and every time Ochako rubbed against him he felt like his groin was liable to explode. Deku's hands on her breasts, her kissing and biting along his neck was like an out-of-control wildfire burning through sage brush—he was definitely going to make a mess of his pants if things didn't calm down.

…but he didn't want to stop! It felt so good to be touching her and to have her touching him. Her breasts were like the softest and squishiest things he'd ever felt before; the taste of her skin like honey on his tongue. He felt utterly surrounded by her and he was hard pressed to think of a time in his life when he'd felt greater bliss—though maybe when All Might said he could be a hero and that he would pass on his quirk to him, that could count—than the moment he was currently in.

He wanted to drop down onto his knees and bury his face in between her legs—to truly taste her. The sounds he conjured in his mind that she would make and the feel of her fingers in his hair had been his constant companion when it came to as Todoroki had put it, self-care time. Izuku wanted to bring her to the edge and then be there as she fell over it and commit every sound and facial expression she made to memory. He wanted to imprint the taste of her pleasure into his tastebuds.

Ochako's hands travelled across his chest, leaving trails of fiery desire in their wake, before dipping lower and onto his hips, pulling him against her as she rolled her pelvis forward, her center grinding against his thigh. Her hands moved to the waistline of his shorts and slid under them. Those same hands didn't even hesitate as they approached the waistband of his underwear and boldly dipped under them. Not even a second later and Deku felt the softness of Ochako's fingertips against him, stroking against his length.

Wow, wasn't expecting that! Calm down Izuku, calm down…just calm down. She's just touching you, don't freak out or make a mess of your pants, he thought to himself as the throbbing in his pelvis started to crescendo. If she didn't stop touching him then he was going to orgasm and he didn't think he actually wanted that…well he did, but no, he didn't want to blow his wad this early!

This was just supposed to be looking, seeing each other, not fully making out and spending a leisurely amount of time on second base, a nervous voice chided. That was true, this had escalated rather quickly…but don't you also want to just go down on her? Now might be a good time for that. Come on, you know you want to. Just think about how good you'd make her feel. Think about the sounds she'd make. You could turn those fantasies into reality, teased the proverbial devil on his shoulder.

That thought was nearly enough to make him fall to his knees and act out that most desired fantasy…but he resisted. I can resist! This doesn't need to turn into hot and heavy times, although that's kind of what it is right now, but no, I can make this into just a nice night that we spend with each other! I just have to make it happen!

Against the overwhelming urge he had to turn his teenage fantasies into a reality or the increasing likelihood that he was about to come in his pants, Izuku managed to release Ochako's breasts and snatched her hands up and out of his pants. The feel of Ochako's mouth on his neck halted immediately as did any movement from her pelvis. Silence echoed between them, save quiet panting and rapidly beating hearts.

"I-I, think we need," he paused, overwhelmed by the throbbing in his groin. He was aching for the return of her touch. "…need to slow down. We were just supposed to be looking…and if we don't slow down or stop then…well I'm going to have a really hard time not taking it further." I'm going to come in my pants and I don't think I'll be able to resist the urge to put my face in your lap, was what he wanted to say but opted not to.

Ochako was still against him which initially gave him anxiety and fear that his halting their make out session had upset her. She shifted a little away from him and lowered her head so that it rested against his chest. "Sorry," she said in a breathy voice. Izuku released his hold on her wrists at her words and watched as they moved to his shoulders and rested there. "Got caught up in what you said…it just…it made me want to show you how much I want you too."

So that was what had happened? She'd reacted physically to what he'd said about wanting her. Izuku felt like his heart might melt in his chest at that realization. She wanted him as much as he wanted her. In fact, she wanted him so much that she'd completely foregone any restraint or hesitation about being totally naked and had been singularly focused on physically expressing his desire that was mirrored in her.

I think…I think I really might love her, he thought to himself as tears threatened to erupt from his eyes. Don't cry now Izuku! Don't be a crybaby! He chided himself and had to go so far as to bite his lip to keep it from quivering. Okay, you can come back to that thought later. Not now! And definitely don't start acting weird or say that to her—it would definitely freak her out!

"It's okay…I got caught up in it too," he managed to let out a sort of half sob half chuckle and was grateful that Ochako's head was still down facing, "we seem to get that way with each other, huh?" He felt her head move against his chest in an affirmative nod.

Just as Deku had started to manage to get his about to cry face under control, Uraraka's head moved upwards as she opened her mouth to speak. When she caught sight of his face she tilted her head to the side first in confusion and then in alarm. "Deku why does your face look like that? Are you about to cry?" Her eyes widened and she moved to cup his face. "Was it too fast? Did I hurt you? Or did it make you uncomfortable? I am so sorry! I didn't mean to make you do anything you didn't want to do!"

Terrible timing! Of course, she looks up when my face is still on the verge of tearing up. Now she thinks that she did something that I didn't like or want and that it upset me so much that I'm about to cry. Not good; I must fix this!

Shaking his head, he said, "No, no—I'm okay, you didn't do anything that I didn't like or that made me uncomfortable. I would've been happy to keep going, honestly, but I knew that that wasn't what we agreed on…I was just feeling emotional because," he paused as an internal voice started chanting 'I love touching you' ,'I love your hair' ,'I love your smell', 'I love your voice' , 'I love your laugh' , 'I love your body', 'I love you' , 'I love your soul', and 'I JUST LOVE YOU' in his head. Stop thinking that and don't say that, just say something, anything else! "…because I really like you and like spending time with you and what you said made me really, really happy!" Good enough.

Uraraka's face softened. "Okay…guess we should get ready for bed," she started but then stopped, her cheeks suddenly turning a dark scarlet. "I should put some clothes on." Her eyes darted away from him nervously as she backpedaled away from him, one hand over her breasts the other in front of her crotch. She fumbled away from him, her eyes moving wildly around the room in an effort to locate her discarded clothing.

"I'll help you," Izuku said as he rushed forward in an effort to help all the while a naughty little voice whispered, I'd love to help you out of them later if you'd like…SHUT UP!

F/N: I know I had some body worship in one of my previous chapters but this one does a bit more with that. Also, if anyone is gonna be like 'having them undress each other is creepy', eh, not so much. If you have an SO that your comfortable with, undressing each other and just looking and not touching is actually kinda sexy. For reference, go watch Outlander in the first season when Claire undresses Jaime. They don't do anything sexual—yet—but she just kind of undresses and looks at him, appreciates him. Not that I was trying to channel that level of sexiness but I wanted to include some of the erotic nature that undressing a partner for the first time can evoke, especially to teenagers.