AN: This was my first go at hentai. I'm a yaoi girl but I had a lot of fun writing this. [Written for Yuletide Challenge]

I woke up completely embarrassed and ashamed.

Laying there in bed, I pressed my palms against my eyes as if hopelessly trying to squish the dream from my head.

I didn't think of him like that, did I? We were friends. That was all.

But friends don't have dreams like that.

"Maka, breakfast is ready." Three light raps to the door made me jump and pull the covers up around me.

"Co-coming!" I shakily called back, jumping out of bed. I self-consciously began to run my fingers through my hair, throwing clothes on and rushing out the door.

Soul's brows furrowed at me in confusion, sitting down in his pajamas—hair still tousled…not that I was noticing…

"Since when do you dress for breakfast?" He asked, shoving toast down.

"I didn't know it was a rule." I replied, sitting down more daintily than usual.

I could barely bring myself to look at him. I knew what thoughts would pop into my head the minute I did. Him…between my legs…okay that's enough dwelling on that.

"I think I'm going to skip first class today."

Maybe I should just tell him so I won't think about it, no what am I saying, I can't tell him that. 'Hey, I had a dream that you and I—'

"Maka?"

"Huh?" I practically yelled. At least I think I did for the way Soul was looking at me now.

"I said, I'm skipping first class."

"Oh. Okay." I goofily grinned, making sure to smile so big my eyes were squeezed shut.

"Are you okay?"

"Yep!" My new goal was to just eat as fast as I could and get out of there. I never was good at hiding things.

"You're acting weird."

I quickly shook my head, shoveling eggs and milk in one after another.

"Ahhh." I sighed, wiping my mouth. "Thanks for breakfast!" I waved, rushing back into my room to finish getting ready.

So maybe I should work on not being so obvious.

How could one silly dream make me so on edge? It was just a dream. It didn't mean anything. It didn't mean I had secret feelings for Soul, or that I wanted him to do those things in my dream. It didn't mean that I thought it would feel absolutely amazing, and if that was just a dream, I can't imagine how much better it would feel in—

"Maka?"

Must. Act. Normal.

I threw the door open, desperately trying to look as natural as possible.

"Yes, Soul-kun?"

Why was he looking at me like that? Did he know? Surely he didn't know. How would he know? No, he couldn't know.

But he was looking at me with a hesitation that said something was waiting to be said.

He rubbed the back of his head, smiling awkwardly. His teeth were so sharp. Did I think about that in my dream—maybe that was why it was good.

"Are you sure you're okay?" He asked.

"I told you I was." I rolled my eyes.

"Well last night you were uh…" My eyes felt like they would pop from my head in shock.

"What?" I responded nervously.

"You kept calling out my uh…name."

"Oh."

"Yeah."

Could he hear how hard my heart was beating? Like it was going to explode out of my chest. That is if I didn't faint from nervousness first. I was calling his name? I was calling out his name??

He was shuffling his feet now, waiting for me to respond.

"Well…gosh…I don't remember that at all!" I laughed as I started to close the door, waving, before his hand stopped it.

"What?"

"Maka, we share wavelengths, surely you don't think I can't even read my own meister?"

"Bu-bu-but I-I-I" I shouldn't stutter so much. He was walking towards me, pushing me backwards into my room. Oh god, he was going to kill me, he was probably so angry with me he would just pound me into a pulp.

I felt the back of my legs hit the bed, Soul still stepping closer until no space was left between us.

"Tell me…" He spoke, his hand grazing down my arm.

"What?" I spoke, a little breathlessly.

"Tell me what it was like…" he stepped closer, so close the very breath was knocked out of me, and I shuddered as I felt his lips graze over my neck, brushing up my jaw before resting gently against my ear. "When my tongue was fucking you?"

Why did those words make my knees lock up, making me fall back onto the bed? And what could I say? I was torn between arousal and sheer embarrassment especially as he climbed on top of me, staring down at me in expectation.

"I just –I don't know…" I shook my head, turning from that piercing stare.

"Look at me."

I did so, watching as he ran his tongue over those canines. "Tell me everything, Maka." I'd never heard his voice sound so low before—it was kind of startling.

Did this mean he had been thinking about…us? Then what were all those small boob jokes I had to hear? And why did he always completely ignore me even when I stepped out of the shower half naked? And although I may be the most ignorant person when it came to guys, it was to argue that maybe…possibly; quite maybe he was interested in me right now.

He pressed his body closer to mine, I gasped in surprise when his crotch rested against mine, when the fabrics rubbed in friction and he let out a low grunt of satisfaction.

"Were we in here?" He asked, his lips coming to my neck. I shook my head, I would have spoken but the words seemed stuck in my throat.

My mind was foggy, shutting down completely as I felt soft kisses over every inch of my throat. How could such a silly body part make my whole body feel like it was on fire? I couldn't even see straight, gasping as I felt his warm tongue trail up the dip.

"Was I on top of you like this?"

"I-I don't remember." I couldn't…All I remembered was him between my legs, and me gripping the headboard so tightly my fingers were numb.

"What do you remember?" He smirked, oh his hands. His hands were running up my thighs, and it felt so…fucking good. Excuse the language.

"Just you…down…there." I managed to croak out.

"Down here?" He grinned, pushing his body to the end of the bed…to that spot.

Hmm…I'm glad I wore a skirt today. I shook my head quickly, how could the desperation for him to touch me grow so quickly?

I bit my lip as he began pulling down the skirt. I was starting to get embarrassed again, it was so…intimate. And were my underwear clean? When was the last time I showered? What if he pulls the underwear down and then runs out of the room, screaming? Anything seemed possible.

If I wasn't already embarrassed, I definitely was as I felt his nose pressed against me. His nose! Oh god why was he doing that? I was hyperventilating by this point as the underwear was peeled off. This was it. Oh my gosh this was it.

"Now what?" He asked.

"Huh?" Wasn't it obvious? Surely he didn't expect me to tell him every stroke and flick his tongue had made.

"Did I finger you?" And how could he speak so candidly—as if we were discussing the weather?

I shook my head furiously, "No, no. Just you know…"

"Just what?" He teased. Oh you bastard. Don't make me say it.

"The thing…with…with your mouth."

"What?"

Damn him.

"Your tongue."

"What about it?"

I sighed, he wasn't going to do this until I said it exactly was he?

"Fuckingmewithyourtongue," I mumbled, covering my face with my arm.

"Don't hide your face," he coaxed, "I want to see it when you cum."

That's it; I was for sure going to die if he kept talking like that. Just do it. Do it so that I can get my sanity back. I held my breath as he lowered his head, feeling his hands rest gently on my thighs, pushing them farther apart. I felt completely on display—spread wide open and utterly vulnerable.

And then his tongue glided right up the middle, making me bang my head against the headboard in surprise. Man that hurt and man that felt good.

He snickered at me, repeating the motion. That one languorous lick right to that one spot that made my eyes flicker shut.

His fingers were lightly kneading my thighs right at the most sensitive spot. This was better than that dream. This was damn better. He was lapping every inch of me, teasing me and making me ridiculously wet. His tongue would swirl around my entrance before trailing up to that bundle of nerves, his tongue flicking against it, making it swell.

I was so desperate for release already— achingly and throbbing. And yet I never wanted it to end. Never wanted his incredibly hot tongue to stop trailing every inch of me, making me twitch and spasm when it hit me just right.

"Use your teeth." I mumbled. Wait…did I really say that? I heard him laugh…again. But then he started sucking…hard…right at my core. I moaned ridiculously loud, trembling as I felt those sharp teeth lightly nip and press against my heated flesh. As if his tongue wasn't enough—but boy was I glad I asked for it.

"Like that?" He asked, as if my moans didn't speak for themselves…I nodded, annoyed that he had stopped. I splayed my hand on the back of his head, pressing it back down to its job.

I was getting close, I couldn't hold still, wiggling and writhing as he sucked harder, his fingers digging into my thighs to keep me still. I looked down at him; the sight of his face buried between my legs was so erotic.

I gripped the headboard for good measure, just like in my dream, squeezing so hard my knuckles were sure to be white. I couldn't stop my legs from shaking—it was as if my body was slowly collapsing—too much pleasure wracking it. Way too much pleasure. I was wet, I was pounding, I could feel all the pressure building up.

His tongue was pushing into me, swirling around—jabbing in and out—pushing in until his nose was buried against me—feeling so fucking good. And then he would go back to those sensitive nerves, letting his teeth and tongue take turns torturing it until just when I was about to go over the edge—they would move on, his tongue fucking me again.

I could have killed him if he wasn't making me cream my pants.

"Please…just—just do it." I finally moaned. I needed to get my sanity back sometime after all.

I let out a choked cry as he immediately started sucking hard, pressing his tongue hard against the spot, it was coming, just a little bit more…

My eyes squeezed tightly shut, crying out as pleasure wracked my entire body—shaking and keeping Soul's head pressed there as I rode out the feeling of sheer ecstasy. Feeling as I throbbed deliciously, until the spasms slowly got further apart. My whole body went slack, my hands slowly slithering down the headboard to rest next to my head. My legs suddenly ached from being spread so far apart, and I was frighteningly aware of…openness again.

Soul's head popped up, smirking as he wiped his mouth. What did you just finish a meal?

I chuckled awkwardly, quickly closing my eyes.

"So, was that how you're dream went?" He asked. I went over the details in my head, flexing my fingers.

"Yeah, pretty much. Well, my fingers aren't numb like they were." I laughed about to finish the sentence with a—'but everything else was so much unbelievably better' before he cut me off.

"Well, I think we better try again then." He frowned, placing a hand on each knee to spread me again.

"Wa-Wait Wait!" I cried, sitting up.

"Just relax." He soothed, settling between them again. "I'll use my fingers this time and then they'll definitely be numb." He winked.

Guess I'm skipping first class too…