Soul quietly closed the door behind him as he followed Maka into his room. For as gently as he had pushed the door shut, the resounding click of the latch seemed obnoxiously loud. They stood together in the near darkness, faces illuminated only by the small desk lamp he perpetually left on. He stared down at her intently, realizing that even though he practically towered over her these days, he felt inescapably small.

He reached a calloused hand out and ran it up the length of her wrist, her forearm, her shoulder, until his palm curled around her delicate neck. Soul dipped his head to offer a soft kiss and exhaled a shaky sigh as she responded to him. Pale bangs drooped over heavy lidded eyes, and he swallowed roughly before he spoke.

"I…don't want to hurt you," came the soft whisper.

Maka only smiled up at him, softly pushing his bangs away from the ruby rimmed eyes she so adored. Her touch was light, and caring, reassuring and reaffirming her love for him.

"You won't hurt me, Soul," she began. A thin finger rested against his lips when he began to protest. "You won't hurt me, because you love me," she stated, emphasizing her point by placing her palm over his still clothed chest, right over the midsection of the long healed wound Crona had bestowed upon him.

She raised herself on her toes as her hand slid round behind his neck to pull him into another kiss. It was as soft as the one he had given her, but there was a heated intensity behind it, a deep hunger. She was more than pleased when he responded to her kiss with more force, displaying the dominance she knew he possessed. It was true that he more often than not allowed her control of their sexual encounters because he simply needed the release from making decisions. But this time it had to be his decision, his choice. He had to acknowledge his own readiness for the both of them.

She pulled back from his embrace, chest heaving, lungs screaming for air. She didn't go far though, mossy eyes peering up at him from beneath ashen lashes.

"You can say no if you're not ready, Soul. You have just as much right to say no as I do," she murmured against his lips as her fingertips drew light patterns along his lower back.

He shook his head slowly, looking a bit dazed. He smiled shyly as his hands dipped to the hem of her shirt to pull it up and over her head. His breath hitched as he caught sight of her naked chest, realizing that there really was no possible way for him to turn back now. He didn't want to.

"I'm ready," he dropped to his knees to kiss the pale expanse of skin that was available to him.

Her hands threaded through his hair and she shivered as his soft kisses left a cooling trail of saliva on her belly. She tugged lightly at the collar of his shirt, a silent demand for him to remove it, and he did as she requested. He startled himself when a loud chuff spilled from his throat as her palm slid across his shoulders. He'd never made that noise before, and he didn't known where it had come from. It reminded him very much of a tiger he'd once seen at a zoo. It had been immeasurably pleased by having an audience, and had puffed and chirruped in much the same manner.

Maka seemed pleased herself and drew her fingers across his shoulders again, while he busied himself by kissing from one hip bone to another. She was not disappointed when he shuddered and chuffed again. She felt him smile against her stomach before he pulled himself up from the floor. His hips pushed forward and he ground himself against her belly, moaning softly before pushing her back towards the bed.

With a soft shove from Soul, Maka felt herself fall, and she landed with a soft whuff against the mattress. Soul's hands ran up still clothed legs, over prominent hips, the smooth skin of her waist, her ribcage, until finally his palms settled over her bare breasts. He peered at her, shy, nervous, excited, and nuzzled his nose beneath her chin. Soft kisses forced her head up and she sighed his name as her own hands wandered his upper body.

"Why does it feel so different, Maka?" the young man intoned. He felt himself shivering uncontrollably, goosebumps breaking out on his skin. He couldn't stop shaking and it was so uncool.

Maka arched into his touch, her fingers barely ghosting across the waist band of his pajama pants. She squeaked lightly when he tweaked a nipple a little too roughly, but she decided to hold her tongue. Instead, she answered his question simply and honestly.

"It feels different, because it is different."

He raised his head sharply, trepidation written all over his face, his wave length fluttering wildly with nervousness.

"But you're the same, Soul. And I'm the same. That's all that matters," she finished. It was awkward, and cliché. Downright cheesy, honestly, But that was alright. For all the romance novels she had read, she knew that the only truth they held was the fact that first times were special. She didn't expect simultaneous orgasms, or for him to know exactly what he was doing. She sure as hell didn't know what she was doing. Groping and making out were one thing. Sex…sex was something entirely different, and one couldn't expect parts of the whole to come together flawlessly. That was unfair.

She squeaked again when Soul pushed her further onto the bed and trapped her within his own arms and legs. She groaned when he dared to rock his hips against hers, and murred serenely when she heard him hiss. He was languid and slow, but that was more a product of his nerves than of any sense of romance, and that was ok.

"Maka?" he rumbled at her, the steady arc of his hips continuing against her.

"Mmm, yeah?" she managed, her hips rising up to meet his. This was such a simple thing, and it wasn't like grinding was anything new. But the context was changed, and she was barely coherent.

"Can we…" he shivered as he rubbed himself in a particularly pleasing spot. "Can we take the rest of it off?"

Apparently he was almost beyond coherency himself.

Maka cleared her throat loudly, mildly embarrassed that it hadn't really occurred to her that their current activity would not only be better naked, it was impossible to do what they really wanted to without taking their pants off.

Or at least pulling them down.

She nodded emphatically before she sat up. Unfortunately, she sat up a little too quickly, and they both yelped as their foreheads smashed together. Soul pulled himself up and away, trying to rub at his sore head, but all he managed to do was lose his balance and fall off the bed.

He landed with a loud thump, sprawled out on his back, and she, doing her best to hold in her laughter, peered over the edge of the bed at him.

"Are you ok?" she asked, finishing the last of her sentence with a snort.

He looked up at her sheepishly before dropping his head to the floor, covering his eyes as he began to laugh.

"Can we totally pretend that didn't just happen?" he spoke through his embarrassment. "Because that was so totally uncool."

"It's ok. I never expected you to be Rico Suave."

And when he looked at her, utterly bewildered, she couldn't hold it in anymore. She laughed. She laughed loud and she laughed hard, and she couldn't even make herself feel bad about it.

"Oh, so you think that this is funny, huh?" he smirked at her as he sat up.

She only nodded and laughed more, tears streaming down her face.

"Well, let's see if you think this is funny!" he growled at her playfully before seizing her wrist and pulling her down on top of him.

From there, things devolved into a laughter filled wrestling match as they each tugged at the remnants of the other's clothing. It was an all out battle royale to see who could divest whom of their pants first.

Soul won. He had managed to shuck off her underwear and pajama bottoms simultaneously, haphazardly throwing them into some dark corner of the room. But it was only when he looked down at her that he realized that he had won, and the revelation sobered him.

His eyes widened as he leaned back to rest on his knees, taking in every single millimeter of smooth, creamy skin she had opted to share with him.

They had seen each other naked before and that in and of itself was nothing new. But he had never seen her naked before. So open, unguarded, and vulnerable. It was cliché as all hell, but he knew that this was a gift. Somewhere out there in the great void of the universe there had to be some cosmic being that deemed him worthy of such an offering.

And then he realized that that was fucking stupid, because Maka was her own woman, and he'd catch hell if she ever knew that he had thought for one second that anything or anybody had control over her besides herself.

He felt his cock twitch in his pants and he hastily shoved them off along with his boxers before he returned to staring at her. His adoration was plainly evident on his face, but Maka squirmed uncomfortably beneath his heated gaze.

"Is…is something wrong? Do you not want to…" her voice quivered and she moved to cover herself with her hands.

Soul reached out and seized her wrists, shaking his head no. It was a simple gesture, but it was powerful, and she relaxed again.

He pulled himself up over her body, his knee nudging between her thighs, gentle, but insistent, and he ran his fingers through her hair. His breath washed over her face as he spoke two simple words to her before he allowed his body to finish his speaking for him.

"You're beautiful."

It was her turn to be shy, and she blushed brightly.

Through her haze of embarrassment she managed to lean up and offer him a soft kiss, tongue lightly pressing against his lips. He granted her request, canting his head slightly, his tongue slowly sliding along hers as he arched over her. And then he drew away from her, and she whimpered at the loss. It was ok though, because the warmth of his body over hers was replaced by the warmth that flooded her when he gingerly slipped a finger inside of her and stroked.

He inhaled sharply and his eyes darkened as he looked up at her.

"You're so…" he stuttered.

"Y-yeah," she gasped, head thrown back, hips arching towards his hand.

"But you've never been this…" he huffed heavily, burying a second finger within her, pushing forward until the heel of his hand pressed against her clit.

Maka cried out, a strangled yelp momentarily caught in her throat before she ground down against his rough palm.

"I've never been this…" she couldn't finish her sentence, too focused on the hand between her legs to spout off anything intelligible.

Soul only nodded in quiet awe as he worked at her. This was familiar and comfortable. Even as she pitched and writhed beneath him, gasped and keened, he knew he wasn't hurting her. He allowed himself a smug grin as the flush that had once adorned her face crept downwards, her entire body ensconced in a rosy glow.

His free hand ran along her hip, soothing her before he reached up to palm a breast and squeeze. Her delicate hand wrapped around his thick wrist and she squeezed back. She was desperate for release, and she knew he was stalling.

"Soul," she whined. "Please. Please, please, please. I wanna…I need to!"

And he obliged her, his thumb circling her clit before stroking downwards on it roughly. His fingers curled and hooked in her, and he felt her spasm as her hips flew off the floor. She cried out his name in one long sob before the aftershocks took over and all that was left were ragged breaths and her shivering body.

He leaned over her lightly kissing along her collarbone, scraping the sensitive flesh of her neck with sharp teeth.

"Good?" he asked.

She nodded and spoke with a shuddering breath, "Yeah, but we're not done yet."

She reached down and grabbed his hard length in her hand, her fingers meeting with light stickiness, evidence of his own need. She pumped him almost lazily, unable to keep herself from curling up against his body, even as she stroked him and his tongue laved at her neck. She knew he wasn't sated as the heated thoughts of his arousal danced along his wavelength, but he was relaxed, and that was comforting.

"Do you know why I like it when we do this, Soul?" she purred at him, her free fingers stroking the hair at the nape of his neck.

"Uh-uh," he sighed as he rocked into her skilled palm. It was a partial lie. He understood part of the reason, but not the whole of it.

"It's because this way, I can pretend we're having sex, even though we aren't," she stated matter-of-factly. "Only this time..." And on his next rock forward Soul felt an all encompassing wet silken heat.

His eyes widened to the size of dinner plates, breath hitching, muscles tense.

As he had already done so many times before, he lifted his head and stared at Maka, incredulous. Her eyes mirrored his own, wide and glassy and a little terrified. He dared to look from her eyes down to their hips. They were joined, but nowhere near completely.

The walls of her sex fluttered around the head of his dick and he moaned. Loudly. He wasn't convinced it wasn't more of a roar.

"Oh, Maka. Holy fuck. Holy fuck holy fuck holy fuck!" his voice went up in pitch with every word, and he was scared again. Fighting a losing battle between not wanting to hurt her and the instinct to shove his hips forward and bury himself in her. To claim her, let her know she belonged to him in every way imaginable. And as he fought with himself he heard a sharp gasp, one of Maka's legs pulling upwards to rest her knee along the lower half of his ribcage.

Holy shit was he glad she was so flexible.

But her action caused him to sink deeper, and he tried to fight it. He was shocked back into reality when Maka snarled at him, frustrated.

"Don't you dare," she hissed at him. "Don't you dare try and leave me now."

"But I'm hurting you!" he shuddered against her, hips tipping forward slightly. He cursed himself for it.

She refuted his statement by using a foot to nudge him deeper, a low gasp being pulled from her throat. Her hands shot up and fisted in his hair, gripping him tightly as she stared into dark lust glazed eyes.

"You are not hurting me," she rasped at him, her hips rising to him again and he slipped in that little bit more. Maka stared at him, saw his worry. She wouldn't lie to him. That would be unfair. He deserved honesty and she would give it to him.

"It's…uncomfortable," she started slowly. "But it's not bad. I feel a little stretched, that's all. It's not the same as toys," she blushed a little. "It's better. Please don't stop."

Soul blinked at her slowly. Once. Twice. And then he allowed himself what he so desperately wanted and was so deeply afraid of. He rocked his hips forward in slow increments, sinking deeper and deeper into Maka. His Maka. His hips shuddered as he flexed back and forth, beating back the urge to simply surge forward and let it be done with.

He wouldn't do that. He couldn't.

And so, the going was slow, and he had to stop at various intervals when Maka placed a hand on his hip to still him, allowing herself time to adjust. He was so preoccupied with not hurting her, it wasn't until he finally felt his groin rub against hers that he became fully aware he probably wouldn't last long. He had returned to his earlier chuffing noises, mortified that he couldn't control such animalistic sounds, and he shivered and trembled above her. He couldn't stop. She felt nothing like he had imagined. He had certainly considered that she would be wet, but he had been entirely unprepared for the heat, and the way she would constrict around him in ways that were almost painful. He hadn't been prepared for his own emotions to swirl around in his psyche so wildly and his fingers reflexively gripped at her hips in an effort to hold on to something. To keep himself from shattering into a million pieces.

For her part, Maka lay still beneath him. She noticed his constant shivering, but she certainly didn't fault him for it. She was doing the same. She hated it, being unable to control her own physical response. But, oh, sweet Death, the person she adored most in the world, trusted, lived with, loved was buried in her in the most intimate of ways. He'd had her heart for years. But now he had her body and her soul. Her Soul.

"Move," she whispered to him gently. "Please."

Soul rocked against her, gasping sharply. It wasn't even a real thrust, more of a deep grind. Every nerve ending was on fire already and he grit his teeth as he rocked again. Each motion pulled him farther out of her and he drove back in slowly. Maddeningly slowly. She knew he was capable of being hard and rough and a little dangerous, but it wasn't what he wanted at the moment. It wasn't what he needed. So she didn't need it either.

The push and pull of his body against hers ignited a spark in Maka's belly, and she gripped his forearms, biting her lip to keep from crying out. She was so completely lost in him that it didn't matter that the rhythm he usually found so easily was completely non-existent. It didn't matter that he was so lost in the moment that he swayed awkwardly and sometimes gripped her hips too tightly. What mattered was that they were connected. They were always connected, even when it didn't feel like it.

Maka glanced up at his face and found that his eyelids had slid closed. The muscles in his stomach were taut and tense, his lips were parted and they twitched as he rubbed himself in the most secret recesses of her body. He was relaxing slowly, finding a beat for his body to move against, and it was so devastatingly beautiful. She was surprised to feel herself hiccup, followed by the wet warmth of tears sliding down her cheeks. If there was any perfection in the world at all, it had to be this moment.

Though Soul had been lost in his reverie, reveling in the great molten essence that was Maka, he wasn't so far gone as not to notice (what he perceived to be) her lack of participation. He heard her little hiccup, and then a sniffle, and was horrifically startled to find tears in her eyes. He stilled himself again, worried and wanting at the same time.

"Am I hurting you?" he choked out.

She laughed at him lightly, sniffing through her tears, and laughed again when he groaned and mildly complained about the way her walls squeezed him when she did that.

Dainty fingertips dug into his forearms again, and she rolled her hips against his to make him move again. She seemed satisfied when his breathing turned ragged and his thrusts settled back into the slow rhythm they had found, and deemed it safe to answer his question.

"You never hurt me," she breathed, kissing the bridge of his nose, the corners of his mouth before she pulled him down so their chests pressed together.

"I just…" she gasped as the angle of his hips changed and he stroked her somewhere new. "I'm just feeling a lot right now. It's ok. I'm ok."

He indulged in their closeness, stealing kisses as he spoke against her lips.

"We're ok," he said, and his fingers interlaced with hers, forcing her hands over her head.

It was then that she finally felt him let go. The insecurity in his wavelength was replaced with elation, and he rocked into her more deeply, his large hands squeezing her smaller ones. There were no more words, simply two people rolling together on an open ocean of trust, and love, and loyalty. Deep moans and heady sighs of names were replaced with primal grunts and high pitched keening.

Soul warned her that he wasn't going to last much longer, and she stroked his hair and told him that it was ok. That he could let go. She wanted him to.

His hands pulled away from hers, but he didn't go far. He could sit up and drive into her if he wanted to, but he craved the intimacy of the moment just as much as she did. He instead opted to rest his forearms at her sides, squeezing her rib cage as his hips picked up speed. The thrusts were wild and erratic, and the almost melodic rhythm they had found together was utterly destroyed.

There were no "I love you's" or even words of passion spoken. There was nothing but his desperate panting and her high pitched whimpers.

That suited them both just fine.

Finally, finally Soul found the release he had been so badly seeking, and he plunged as deeply into her as he could go. And when that still was just not enough for him, not enough Maka for him to fill, he shoved her across the floor with the force of his thrusts, his toes curling into the carpet for purchase before he finally stilled.

Maka watched as he completely unraveled over her, and though it didn't result in an orgasm for her, simply witnessing it caused her to shiver and shudder out of pure reflex. It was haunting, and terrifying, but it was also beautiful, and she felt oddly powerful, knowing that she could bring him to this place. She bathed in the heat he provided between her legs and felt a great surge of pride as he pulsed and twitched inside of her.

First times, she realized, were not about fancy dinners, or candlelight, or that undeniable moment telling two people that it was time. No. They were about two people who wanted to feel connected. Who needed to feel connected or they would absolutely die.

It was immaterial that a bed was available and they just ended up doing it on the floor. It was unimportant that they had not taken the time to map out each other's bodies in every single way imaginable. It did not matter that she had not worn sexy lingerie to entice him. All those things were unneeded trivialities.

Soul held Maka in near silence, still buried within her, unwilling to let their physical connection end. His hands still wandered her body, as if to make sure that she was real. That this was real. He kissed her temple softly, and pushed damp bangs out of her eyes, allowing himself to watch her watch him. He felt great relief knowing that the most important moment of his life had been shared with the one person who really mattered.

He realized then that all of his worry, his fear, his undeniable stupidity, had been completely and utterly senseless. He was a whole person with her, because of her.

And he would hold on to that until the day he died.

A/N: Here! Have an author's note at the end of the damn story! Awesome.

I've been writing for a long time, but I've never written fanfic (especially lemony fanfic). So, popping two cherries while…popping two other cherries!

There has to be something poetic about that, right?

Seriously though, one of the reasons I wrote this is because as much as I enjoy me some SoMa lemonade, I get undeniably TIRED of simultaneous orgasms (so effing rare) and perfect first time sex. First times do have their own sort of perfection, but the reality is (especially for stupid teenagers) that awkward shit happens. Sex is fun, but it is also messy, exhausting, uncomfortable, and can be emotionally overwhelming. And not just for women. Men are not immune to emotional responses, and I wish more people would take that into account.

Preeeetttty sure we all know that I do not own Soul Eater, but goddamn if I didn't have me some fun! SOMA FOREVER :p