Disclaimer: I do not own the Scott Pilgrim series or any of the characters mentioned in this story. All original characters and lines belong to Bryan Lee O'Malley and other respectable parties. This story is purely for entertainment purposes and not to be sold anywhere.

This is a work of fiction, any similarity or likeness to any events or persons living or dead is purely coincidental.

THIS STORY IS NOT INTENDED FOR A YOUNGER AUDIENCE. THIS STORY CONTAINS SEXUALLY EXPLICIT MATERIAL THAT IS NOT APPROPRIATE FOR AGES 17 AND UNDER. YOU HAVE BEEN WARNED!

A/N: My first M-rated story. Just had the idea in my head and I figured I share it with you guys. 'What if' questions are always fun to do…and I had a lot of fun writing it. Also, please note that this is not intended to be a lemon. It is suppose to be an awkwardly funny story. But if it does arouse you for some reason…I guess that's a bonus!

Voice4TheMute Presents

"Are you sure you two? I mean, I don't want to intrude or anything." I said to the two people in front of me. The man with light brown hair looked over to the girl with blue shoulder-length hair and smiled.

"Of course Kim! I mean, we don't want to throw you out in the streets." Scott said, but he was still looking at his American ninja-delivery girlfriend. "Right Ramona?"

"Yup. Afterall, I have to stay here as well until I can get my old place back from the landlord. Assuming she'll give it back to me…" Ramona said to me as she brushed a stray hair out of her face.

"Well…" I started "…it'll probably take me one week, maybe two weeks tops." I didn't want to intrude on Scott and Ramona's place. I mean, it's been less than twenty-four hours since I came back to Toronto and much to my displeasure, Hollie already rented out my old room. But I don't blame her…if she had to sell the couch for rent money then I'm glad she found a body to pay for rent. The problem was that it left me homeless when I came back. At least that's what I thought until Scott offered me a place to stay. I thought he found me a place…then I realize he's giving me his couch in his one bedroom, one toilet, second floor apartment. I should have known better…but I was appreciative of Scott's offer. Maybe it's his way of atoning for the past…maybe he wanted the company…maybe he wanted to repair our friendship.

Either way I humbly accepted his offer. I mean, what's the worst that could happen? It is only when Scott brought me to his place after picking me up from the Dundas Street Coach Terminal that I saw a problem…Ramona was there…and she looked like she was barely settled in herself.

"So…Ramona? How long have you been living in this attic?" I asked her as Scott yelled 'hey!' at me.

"Actually, I just got here myself. Had to move all my things back from my old place to here. Gotta renew my lease first. And without my subspace bag, moving was a pain. So…I've been living here for maybe…five or six hours?"

"Five or six hours?" I repeated, but saying it to Scott as if it was a tiny detail he was leaving out when he offered me his couch.

"I don't see a problem!" Scott defended as he wrapped an arm around his girlfriend. "…at least I don't see a problem."

"Don't worry Kim." Ramona said. "We will make sure you don't feel like a third wheel. We'll keep our hands off each other while we're all in the same room, right Scott?" She trailed as Scott retracted his hand that I saw was traveling slowly to her butt.

"Sorry! I mean…yeah. Of course. We'll behave ourselves…"

"YOU'LL behave yourself…" Ramona corrected.

"I'll behave myself." Scott said as Ramona patted his head.

"Good boy."

I felt a small smile spread on my face as I looked at my best friends. If I had to end up living with anyone, I'm glad it was them. It made me realize how lucky I was to have them…

…at least that's what I thought until I realize they were lying, dirty, loud rabbits!

Headphones 027

1:08 am

"Oh Scott! Oh Scott!" Ramona's voice echoed in the small apartment. Her voice reflected the pleasure and ecstasy-filled moments she was receiving from Scott. Whatever he was doing, he was doing it right and Ramona wanted more. And where was I? On the couch…

…with all the pillows over my head…

…trying DESPERATELY to cancel the moaning I was hearing originating from Scott's room.

Make it stop! Oh God make it stop! I yelled in my head as the six pillow barrier I made over my head was NOT blocking out the sounds. The apartment was devilishly designed too. Scott's room is at the end of a long hallway. At the other end of the hallway was where the living room. The sound goes through the hallway and echoes in the living room, bouncing off the walls, giving me a surround sounds feel. It felt like I'm IN the room with them!

God dammit, god dammit, GOD DAMMIT! Who's the god damn architect so I can beat the crap out of him for making a terrible house design! This can't be happening…this isn't even right!

"Oh Scott, right there. Yes!" Ramona's voice carried to the living room and giving me a nice earful of her lustful moans. I press the pillows harder against my ears, hoping soon that the pillows will perform osmosis to my ears. What's worse is that this has been going on for almost an hour. I've reached the point where if I go over and knock on their door now, they would know I was listening in on them…not that I wanted to listen in on them in the first place!

I took my blanket that Scott gave me (and praying he never 'used' it for post game cuddling) and draped it over the pillow barrier I made. Maybe another layer will do the trick. Soon…the moaning, the squeaking of the bed frame and the sounds of sucking slowly deafened to a point where I was no longer hearing it.

I slowly removed the blanket layer and disassembled the pillow fort I made over my head and sat up. My messy red hair was all over the place and most of it was in my eyes but I didn't care. The noises, the meaning, the dirty talk…stopped. All I heard was blissful silence.

I…I think it's over. I thought to myself as I leaned over and stared at the door that shielded me from what lies behind it. Whew…finally. I mean, I understand this is their first night together after the 'Gideon' incident but man, turn down the volume a little. But I must say…Scott must have gotten his stamina up since high school…but whatever! At least now I can-

"I think it's on now…"

"Oh really? Well come over here and let me see big boy…"

"Oh Ramona…!"

"Oh Scott!"

OH GOD! Are you kidding me? Was that all foreplay! I yelled in my head as I fell back on the couch and grabbed two pillows to thrust into each of my ears.

"Go slow please…it's been awhile and there is only so much I could do myself…"

TMI! TMI! Now I know what my friend likes to do when Scott's not around!

"Ahh!"

Maybe if I can keep my mind busy I can survive the night. Then the next morning I can back the ice and make them feel embarrassed. Good plan…but…

"Oh…Ramona! Slow down a bit, please. Ahh! Ahh!"

Scott moaning! F that! I thought as I grabbed more pillows and buried my face into them. Scott's moaning was probably the last thing I wanted to hear. I mean, he's my EX! Let alone that he's having sex with my best friend… Just gotta think of something…

"Ramona! Ahh!"

Dammit! Now I can't think of anything but stupid Scott Pilgrim. Stupid, naked Scott Pilgrim. Come on now Ramona…is he really that good? Granted I took his virginity and he probably got more experience over time, but really…is he that good? Our first time wasn't that great but then again whose isn't? two virgins fumbling around with each other without a clue what keeps them turned on or aroused. But the second time we did it…

…oh the second time…

It was at my place. Mom and dad left the house for the weekend and instructed me to watch the house. They specifically told me not to invite Scott or Lisa over. Of course…I invited both of them over. After a while day of play, gossip, and band practice, Lisa went home and I asked Scott to say behind to 'help with something'. That night…I'm not sure what it was…but it was great. Scott knew what he was doing...with his mouth…his hands…how to kiss and keep me teased…and what he did with his-

"Yes!"

What the-! What am I doing? Reminiscing like that. If I keep thinking about it…

"Ramona…!"

…and keep hearing it…

"Scott…!"

"Mmm…" I let out a soft moan as my hands were already moving across my body. My hands were gliding across my sleeping shirt, feeling the natural curves of my body. My skin started to feel sensitive and I felt my body become warmer and warmer.

It's been awhile…and long while. A touch of another man… I thought to myself, slipping a hand under my shirt and started to travel up from my waist…up from my stomach…all the way to my breast. I felt the lace on my bra and gently grazed the surface where I was the most sensitive.

"Ahh…" I silently moaned to myself. The feeling of arousal and lust started to fill my body. It was a feeling that no one could resist and God do I miss it. The last time…Jason Kim. He knew what to do. He especially knew what to do with those hands.

"Ahh! Scott! Right there!" Ramona's voice echoes. But it didn't bother me anymore. If anything…they were helping.

Their moans were intoxicating. I used my free hand to move the allows away from my ears and reached behind me to unhook my bra with one hand- a signature move that Scott, himself, liked to use on me in the past. I actually found it very helpful as I am able to slip out of my bra in a matter of seconds.

"Yes Scott, right there…" I whispered out loud as I removed my bra and tossed it to the side. My hands started to playfully but forcibly feel my body as I continued to listen in on the actions of my friend and my former boyfriend. I started to close my eyes as I guided one of my hands down to the brim of my pajamas pants, gliding a finger back and forth across my sensitive pelvic.

"More…please…more Scott…" Ramona begged.

I slipped my hand past my pajama waistband and past the elastic of my now damp underwear all the way to the area that wanted all of my attention. A small moan escaped my lips as my fingers began to give me the relief that I was desperately trying to find.

"Scott…" I moaned as sounds of love and euphoria were filing my head. My hands moved faster, my breathing began to shallow. I was close…and I wanted to finish badly.

"Scott…yes…more, please." I continued to moan as I bit my lower lips so prevent me from saying it out loud.

"Scott. Faster…I'm almost there…" I heard Ramona say as I continued to move my fingers faster and faster.

"Oh God…I'm close too…" I replied as I could feel it coming. I was on the verge of sweet relief…until…

"Ramona! Oh God!"

I felt my eyes shoot open as the sound of Scott yelled Ramona's name and suddenly, the mood died…and it died HARD. I suddenly remembered where I am and the predicament I was in. I looked down at my body to see that my left hand was groping my chest and my right was all the way down my pants and deep between my legs. I slowly retracted my hands in horror as I realized what I was doing.

OH DEAR GOD! I WAS GETTING OFF FROM THE SOUNDS OF MY FRIENDS HAVING SEX!

I felt a permanent frown conquer my face as I grabbed the pillows once more and pressed them against my head to drown out the noise. Oh God…if I got off from hearing them, I don't know what I would think the next morning. You know, assuming that I SURVIVE to see the next morning! I must have something that can help…ANYTHING! That's when it finally dawned on me.

My Walkman!

I quietly got off the couch and went to my luggage I brought from home. Come on come on…I know it's here somewhere… There, resting at the very bottom of my clothes rested the Walkman that I had since I was in my teens. Looking at it as if it was the Holy Grail, I quickly placed the headphones over my head and made it back to the couch. I lay down and a surge of excitement filled my body as I felt my hands tremble… I was about to finally cancel out this horrible noise with some good old ROCK! Making sure the volume was set to its highest, I pressed the power switch and eagerly awaited the victory music to fill my ears…

…but it never came…

What? I thought as I looked at the front panel of my Walkman and there I saw the 'low battery' icon blink at me. It was mocking me…it knew what I was going through…it was basically blinking 'you lose' in Morse code at me. My rush of excitement went back to horrible disappointment…then back to terror as the moaning became louder.

"Scott! Yes! I love you!"

"I love you too Ramona!"

I HATE YOU TWO SOOOO MUCH! I yelled in my head, grabbing anything that wasn't bolted to the ground and covered my head with it.

It was going to be a looooong night…

…for everyone.

The End