A/N: This was written special for Chocolate Flavoured Robots who wanted some sexy Near X Matt action....so lets get on with the Smex! Oh and I don't own death note. If i did there would be alot more yaoi involved :P

Matt had shown up at the entrance to the SPK headquarters a little after three in the morning. Near didn't even know that the friend from Wammy's house knew where it was, though it made sense. Mello did.

Near had ordered Rester to let him in. Giovanni was not happy with this but Near didn't care. This was his operation, his building, he would let anyone he pleased in. Near met the taller boy at the door, it was obvious he had been crying. What would make Matt cry? Near hadn't seen Matt cry since...

The pale boy led Matt through the corridors until they reached the door to his personal quarters, which admittedly weren't used often. Near had to push Matt in the door, the later almost in a state of shock.

There wasn't much to the room, a bed, a table and chair, an attached bathroom. Rather spare, but Near didn't need much. He spent the majority of his time in the control room. Matt sat on the bed, staring off into nothingness. Near stood in front of the boy he had known for so long, trying to discern the best coarse of action.

"What happened to Matt?" Near finally asked, cocking his head to the side. Matt looked up at Near with a start, almost as if he just realized the other boy was in the room.

"He left me again." Matt said in a quiet broken voice. Near didn't know how to respond to this. Near knew Mello was and ass, Matt knew this as well. It was only logical that Mello would leave Matt again. Mello looked out for Mello first. He always had, he always would.

"He left a note this time." Matt said with a bitter laugh.

"What did this note say?" Near asked, moving to sit on the floor in front of the man on the bed. It started to hurt his lower back standing still in one place for too long.

Matt didn't look at Near now, just continuing to stare at something that wasn't there. "I'm sorry. That's it. No fucking explanation. Just I'm sorry." He answered. Matt's eyes began to fill with tears again. This caused Near to slightly panic. Near never did react well to crying.

Matt pulled his goggle away from his face, reveling eyes that were bloodshot from tears. Near thought this made his eyes even more beautiful then normal, the red making the emerald irises stand out in stark contrast. Near had always loved Matt's eyes, and never understood why he covered them with tinted lenses.

Matt folded forward, tears coming freely. Near racked his brain for something, anything that would stop the young man in front of him from crying...

Matt's eyes snapped open in shock when he felt soft lips pressed against his own. "Near, what are you..?"

"I want to make the hurting stop. The tears stop," Near looked into Matt's eyes, "It worked." Near sounded rather smug at this.

Matt stared into Near's dark eyes. It had always been so hard to read Near. He hid every emotion he had, which wasn't many.

But Matt did have emotions, more than he wanted. He had to admit to felt good to have Near's lips pressed against his own. He had always been attracted to the white haired boy. Near was different, and Matt liked different.

On impulse Matt mashed his lips against Near's again, harder this time. Near startled slightly but let Matt do it. If this is what it took to make Matt stop crying Near would do it...he would do anything to stop the tears and see that goofy grin Matt wore so well. Matt was one of the only friends he had.

Matt slide his hands up to cup Near's face, half from wanting more contact and half from fear that the other boy would pull away. He didn't want that. Matt wanted this, needed this.

Matt slid from the bed to his knees, still towering over the smaller man. Near was so tiny, he always had been. It was one of the things that fascinated Matt about Near. Matt began to nibble at Near's bottom lip, willing him to open his mouth, to let him in. Near obeyed, opening and sliding his own tongue into Matt's mouth. Matt made a small pleased noise at this.

Near wrapped his arms around Matt's waist, working harder at his mouth. He would of never guessed that he would want this too. His plan was to comfort Matt, but now that he had started he found that he didn't want to stop. That he would not stop.

Matt pulled away without warning causing Near to make an involuntary whimper. Matt smirked at this, he had never seen Near react this way, towards anyone. "Bed." He said in a slightly more commanding tone than he meant to use. The pale boy with just nodded.

They had lost all their clothing. Near was sitting slightly propped up by the headboard, blushing furiously. Matt gazed down at Near predatorily. Matt was slightly taken aback by how submissive Near was being. Near was quiet, but not submissive. That's when it dawned on him, Near had never done this before. Or at least he doubted it. Near very rarely allowed people to touch him.

Matt leaned down and kissed Near again, breaking it quickly. Matt started working his was down, first the jaw line, then neck, stopping to bite and suck on that area where neck meets shoulder. Near moaned slightly, inhaling sharply. As soon as Matt got a reaction he continued down. Nibbling on the collar bone, licking down to the nipples.

Near was making helpless noises, wreathing under Matt's mouth. A curling, not all together unpleasant heat was starting to build in this lower stomach. Matt bit down on Near's nipple, causing him to cry out. Near could feel Matt grin against his skin, Near's eyes long since closed. Near could feel Matt move lower, licking down his stomach. Near's muscles convulsed involuntarily.

Matt had finally reached Near's lower regions. He licked across the other man's stomach, from hip bone to hip bone. Near bucked his hips, making a pleading noise. Matt sat up, looking down at the man. Near's cock was pulsating, a dark pink compared to the rest of his porcelain skin. Near opened his eyes, an almost panicked look in his gaze, as if he thought Matt would leave him like this.

Matt wrapped his hand around the base of Near, "Do you want me to give you head?" Near just made a whimpering noise. Matt squeeze gently, causing Near's spine to bow, "Do you want me to take your dick in my mouth? You have to say yes or I won't do it." Matt knew he was being slightly sadistic at this point, but he couldn't help it. To many years around Mello had rubbed off on him.

Near just whimpered, biting his bottom lip. Matt thought everything about the current situation was hot as hell. Matt started to pull his hand away when Near shouted, "YES! YES, PLEASE!"

Matt grinned triumphantly, he won that little game. Matt bent over and licked the tip of Near's cock, Near's breath catching suddenly. That was all Matt needed before he took the whole thing in, down into his throat. Near cried out, hands scrambling to grab onto something.

Matt came completely off him, gasping for air, then took the quivering member back into his mouth. He began methodically bobbing his head, swirling his tongue around Near's cock, humming slightly when he sucked it in deep. Near was gasping, body trembling. Matt knew if he didn't stop soon the other boy would come, and he didn't want that yet.

Matt came off Near, leaving Near trembling and close to tears. He crawled up Near's body until he was almost laying on top of the boy. Matt could feel Near's cock literally pulsing against him. Matt whispered in Near's ear, "I wanna fuck you. I want to shove myself inside of that porcelain body of yours until we both come. Can I do that?"

Matt knew Near would agree. Near turned those dark eyes to him, just a tad to wide, breath still coming in pants. "Yes." Near whispered. Matt smiled that grin that Near loved, then kissed Near hard and deep. Near almost laughed at the analogy in his head.

Matt pulled back and ran a finger over Near's lips. "Suck." Matt ordered. Near eagerly agreed, taking two of Matt's fingers into his mouth. He worked them like Matt has his cock, trying to get as much saliva as possible on them. Near may of been new to this but that didn't mean he didn't know what was about to happen.

Matt was kneeling between Near's legs. "Relax or this is going to hurt." Near nodded and tried to relax, it wasn't working so well. As gently as he could Matt eased one finger into the boy below him. Near tensed instantly, "You need to relax. Please?" Matt said in a soothing voice. Near nodded and bit his lip, willing all the muscles in his lower body to relax.

Matt began to move the digit in and out slowly. Just as Near became use to that feeling Matt shoved a second finger into him. Near let out a little yelp then bit down on his lip. Matt mumbled soothing words to the other boy, telling him to relax and not to worry.

Matt grabbed Near's cock again, stroking it slowly as he shoved the fingers in deeper. Near had the worst urge to squirm, caught between pleasure and discomfort. Not exactly pain, but not pleasant. Matt began to scissor his fingers, stretching Near out. He curled his fingers at just the right moment, hitting the pleasure spot. Near cried out, pushing back onto Matt's fingers...

Near made a little protesting noise as Matt pulled out of him, leaving him empty feeling. He watched as Matt spit into the palm of his hand, rubbing his own erection. Near was just now getting a good look at Matt's hard-on and suddenly tensed up all over again. Near couldn't help but think 'He's going to put that inside me?'

Matt crawled up Near again, keeping his lower body between the others legs. Matt positioned himself at Near's opening, Near tensing up again. Matt bent and kissed Near, open mouthed and full of probing tongues. "Relax." Matt whispered again, lips grazing Near's.

Near nodded and swallowed, taking a deep breath. Just then Matt pushed. Near cried out in pain, but Matt stole the noise with another kiss, stopping with the head of him just inside. After a few moments Near nodded, "Okay."

Matt began his thrust in again. Near was so tight it was almost a line between pain and pleasure. Near made small whimpering noises, trying not to move. Finally Matt was full sheathed inside of him. Matt felt impossibly large to Near, as if he would pierce completely through him.

Matt began to slowly, excruciatingly, work his way out. He didn't want to be slow or gentle. It was taking every ounce of Matt's self control not to slam into the smaller man. Two more careful thrusts and he hit the prostrate again, causing Near to moan below him. Matt let out a breath he didn't know he was holding and began to move.

Near was overwhelmed with sensations. The feeling of being full to the point of bursting, the pleasure coming from Matt's steady thrusts inside of him and the equal pleasure of his dick being rubbed between his and Matt's stomachs.

Matt's own breathing was becoming ragged. Near was so tight around him, so hot. The boy beneath him was moving to meet his thrusts now, sounds of pleasure instead of whimpers of pain coming from his soft lips. Near wrapped his arms and legs around Matt, legs pushing Matt on as arms held on in a vice grip.

Near was staring up into emerald eyes, unable to speak, unable to do anything but move and gasp as each thrust from Matt came harder and harder. Matt moaned, closing his eyes, rhythm starting to falter. "Look at me." Near forced himself to say, the first demand he had made since they started.

Matt opened his eyes, focusing on Near's unbelievably dark ones. Near dug nails into Matt's back, head jerking back with a cry. Matt felt Near come hot and slick against their stomachs, convulsing around his cock that was deep inside the boy.

It pushed Matt over the edge, Matt came with one more harsh thrust crying out, Near moaning again below him. Near could feel Matt empty himself inside of him, an almost scalding heat.

Matt collapsed on top of the smaller boy, panting and shaking. Near stiffly removed his legs from around Matt, hands rubbing the other boys back.

Matt took a shaky breath and laughed, looking at Near, "You sure know how to make someone feel better. Thank you." Matt had that goofy grin back. Near smirked back at him, "Anytime."

Hope you enjoyed my first attempt at yaoi for public consumption XD