In retrospect tonight was no different than any other night. Just like so many time before Lucy had awoken in the middle of the night only to find her room filled with loud snoring. Normally she would have screamed, thrown a fit and kicked Natsu out of her bed before he even had the chance to wake. But that had changed awhile ago.

Now instead she lay there, admiring the pink tufts of hair peeking out from beneath her bedcovers. Like always he was sleeping on his side, snoring loudly with Happy laying across the space above his head.

So in a way tonight was a little different.

Different because she was wet, her panties soaked and her thighs trembling as she watched the peaceful form of her best friend sleep. It was wrong. She was taking advantage of his trust, his faith in her. She was abusing her position of power as his best friend. Not to mention being a total perv, but it was hard with him laying there half naked in her bed. And besides she was only looking.

Moving very slowly so as not to wake him she carefully folded the covers back. With each inch of fabric she revealed more of Natsu. Chiseled chest, hard abs, and oh Mavis those arms! She didn't dare touch him, didn't want to risk waking him up. But she had to admit, his bulging biceps and broad shoulders were definitely her favorite feature, even while he slept.

Shamelessly she began to touch herself as her eyes raked over his body. Her hands roaming over her chest before tentatively popping open the first few buttons of her shirt. With slow movements she snuck her hand inside, feeling the mounds of soft flesh hidden beneath.

It was one of the few times she was thankful for Natsu's snoring. The first sigh of pleasure escaped past her lips without a thought. Biting her lip to keep others from falling from her mouth she found the hard nubs of her nipples. Twisting and pulling them she imagined it was Natsu's hands doing this, not hers. Her mind continued it's perverted illusion, imagining his mouth in place of her hands nipping and sucking at her breasts, leaving marks to claim her as his.

Lickign one finger she swirled the tp around one hardened nub. The cool air against the trail of saliva made her shiver. This time when she pinched the hard nub a strangle moan caught in her throat. It was easy to work herself into a frenzy. Her nipples were sensitive and her favorite spot to tease herself.

As the need began to coil in her belly she let one hand venture further, traveling down her shirt she teased herself with her fingertips, pulling the hem of her shirt up so she could trail light circles over the skin of her stomach and hips.

Her teeth sank further into her lip, staving off the need to call out his name as her fingertips fluttered across the waistband of her pants. Slowly she inched her way beneath them, letting the speed of her hand add to the torture. The coil in her belly was growing hotter, tightening as her fingers came closer to their goal.

When she felt the first brush of damn curls she made a whining noise in the back of her throat. Oh how she wished these were Natsu's hands. Blushing she imagined what it would be like if one night he came in and just took what he wanted. What she imagined he wanted. The thought made her body twitch and pulse. Slowly she trailed her fingertips down along her heated flesh. Teasing herself further, pushing her body closer to the sweet oblivion of the abyss that beckoned just out of reach.

Slowly down one side she ran her nails along the skin where her thigh and her pussy met. Licking her lisp she couldn't help the little cry that escaped her mouth. She chanced a nervous glance to his face but neither he nor the exceed stirred.

Hesitantly she ran her finger back up the other side, noting that she was impossibly wet. Her thighs were coated with the juices pouring from her aching pussy. Unable to bear the torture much more she moved to the seam of her lips, trailing her finger down through her hair to find her clenching passage and throbbing clit.

With a moan she circled her clit with her finger until it was hard as a bead. Her hips began to strain with each flutter of her finger but she did her best to still her movements. Ever so slowly she slid her finger down, finding her tight passage she eased one finger inside.

The tight ring of muscles at her entrance protested the invasion, straining to keep her out. With a guttural moan she worked herself inside, marveling at how hot and wet she was, how tight she felt around her finger. Slowly she pushed in until her palm was able to cup her mound. Her hips gave a jerk when she curled her finger up, finding the sweet spot that made her orgasams intense.

Working her finger back and forth her mind began to go blank. Staring intently at Natsu, her greedy gaze taking in his hard muscles and handsome face she began pumping her finger in and out. She could feel herself nearing her release, her toes began to curl and her thighs spread wide. Her Back bowed off the bed, forcing her breasts up into the air. Pulling one soft globe out to give her better access, pulling and tugging at the nipple once it was free of the confines of the fabric.

Soft mewls of pleasure filled the room alongside of the snores as she neared her releases. She could taste it. Using her thumb she found her clit amongst the throbbing folds.

With deft hands she worked her thumb over her clit in time to the rhythm of her hand. Her hips lifted, her heels digging into the mattress as she chased her release.

She was so close. Shutting her eyes she bit her lip hard to keep quiet, even as she pulled on her nipples. Sending more waves of pleasure and pain down her body to settle in her aching sex.

Her breathing was laboured, heavy pants as she came closer and closer to the edge. Inserting a second finger she teetered on the edge. She was so close!

Then a hand gripped her wrist, stopping her movemenst and her impending orgasam. She froze, her eyes opening wide as she looked to Natsu. He was staring at her, still laying on his side. His eyes were dark and narrowed, his face unreadable.

"Na-Natsu…" Lucy said breathlessly.

Slowly he pulled her hand from beneath her pants revealing her fingers covered in the sticky substances coating her thighs. He turned her hand this way and that as he looked it over. Thin strings ran between her fingers, showing exactly how wet she had been. How turned on she had been. Even more humiliating was that that desire had yet to fade away. It still pulsed in her pussy with each beat of her heart.

His eyes traveled from her hand to her shirt where one breast stood out shamelessly in the dark of the night.

Happy twitched in his sleep, rolling closer to the edge of the bed. The movement caused Natsu to jerk as he looked at his friend, his face shrouded in shadows and moonlight.

"Natsu….I'm sorr-" Lucy began.

He cut her off with a kiss. His mouth wasn't gentle but his lips were soft as he kissed her. When they didn't move Lucy wondered what he was doing when it dawned on her that he probably didn't know how to kiss properly. So she showed him, hesitantly moving her mouth, unsure what this was.

He followed suit, a quick student he took over after only a few seconds. His movements became more demanding, possessive as she felt him shift on the bed. Soon he was over top of her, her wrist released as he supported his weight over top of her. She gasped, flinching when she felt his hand brush across her exposed breast. He palmed it, cupping it in his hand as he flicked his thumb back and forth over the hardened peak.

Moaning softly into his mouth Lucy ran her fingers up his arms, digging her nails into the exposed flesh. She was rewarded with a growl in the back of his throat. Lucy smiled inwardly as she pushed his vest off his shoulders and as far down his arms as she was able.

Pulling back he shrugged it off, flinging it off into the darkness of her room along with his scarf. Then he was back, moving over her more as his lips crashed back to her. Tentatively she stroked his bottom lip with her tongue. Cupping his face she used her thumb to urge his mouth open, pushing on his chin to allow her access.

Slipping past his lips to duel with his own she was rewarded with a ragged moan. The sound vibrated through her, running down her spine and igniting the desire in her tenfold. As their tongues dueled for dominance she let her hands run through his hair, digging her nails into the back of his scalp so she could angle his head to deepen the kiss again.

He nipped her lip in response. "Do that again."

Everything south of her belly clenched at the command. Obeying his wishes she tugged at his scalp again, earning a soft hiss in response.

"Lucy." Natsu whispered quietly as he pulled away. The blush staining his face was both cute and a turn on. "I don't know what….what...I'm suppos-"

"Shhh." she interrupted him, using a finger to silence the words falling from his mouth.

She hadn't ever done anything like this before, save for masturbating whenever he slept in her bed. She had read her fair share of smutty novels so she knew what they were doing and how it was to be done.

"Just do whatever feels good, okay?' she said quietly as they locked eyes.

He nodded, his face serious as he sat back on his hunches. Lucy sat up with him, taking the opportunity to remove her shirt and bra, she felt a blush stain her cheeks. Slowly she laid back down, watching a hesitant Natsu, unsure of what to do.

Lifting her hips she tucked her thumbs in the waistband of her pants and slid them off hoping he would get the hint and follow suit. He did. Her cheeks felt like they were on fire as she stared at his naked form, her eyes falling to the heavy cock jutting out from the dark patch of pink curls. He looked massive, or maybe it was just because she had never done something like this before.

Fighting down the urge to cover herself she reached forward and guided him over her. With uncertainty he settled between her thighs.

"Natsu?" Lucy asked hesitantly. "Are you sure this is what you want?"

His eyes darkened. "I want to do this with you Luce. I love you."

Her breath caught in her throat, her hands coming to cover her mouth. He nudged them away with his nose, placing a soft kiss on her lips as he stared intently into her eyes. Touching their foreheads together they lay like that for several long moments, the quite snores of the exceed the only sound to fill the room.

With careful hands Lucy reached down between them, grasping Natsu's heavy cock in her hand. He hissed out a breath between clenched teeth as she guided him between her lips, pushing his head back and forth along the seam of her pussy and through the damp curls. She watched his face contort, desire making his eyes darken and intensify. His teeth gnashed together to keep himself quiet.

She marveled at the sight as she finally guided him towards her entrance. With his head lodged between her lips she grabbed his hips and began gently pulling him into her.

"Lucy." his voice was shaky.

At first it is just pressure, the feel of his cock as it tried to work past the tight ring of muscles was somewhere between the border of pain and intense pleasure. Slowly he inched in, her muscles protesting as he stretched her with his thick girth.

She clenched her teeth, panting with the effort.

"Are you alright?" he asked quietly when she stopped pulling his hips.

She nodded against the burning feeling as her muscles stretched to accommodate him. Once the pain subsided she began pulling him again, lodging his cock further and further inside her. Grounding her heels in the mattress she lifted her hips just slightly, spreading her legs as far as they would go. Willing her muscles to relax she gripped his hips tighter.

"Lucy." Natsu's breath was heavy. "Mavis, Lucy you're so tight!"

Summoning her last bit of courage she roughly pulled him against her, effectively seating him to the hilt inside her. The pain was intense but over quickly. The burning already fading away as she adjusted to accommodate this new invasion.

"Natsu." she whispered hoarsely, cupping his face in her hands they shared a long sweet tender kiss.

She wiggled to adjust underneath him, earning a hiss from her lover.

"Lucy I can't hold still much longer."

"It's okay Natsu." She said as she lifted her legs, wrapping them lightly around his waist. "Just be gentle."

It was instinct alone that drove him to pull out, sliding out to the point where just his head rested inside her. Then very slowly he thrusted back in.

The pain was still there but slowly it was replaced with pleasure. Pleasure much more intense and deeper than anything she had ever experienced on her own. With each plunge of his cock it intensified. Her mind began to blacken, her mewls of pleasure becoming louder as her hands clawed at his back and hips. Her teeth found his shoulder and very lightly she bit down, earning a nip of his own in response.

Steadily his thrusts became more urgent, his speed increasing as they neared the edge. Burying her face in his neck to muffle her sobs she clutched at his hips, crying out as he changed the angle to hit against a particularly sweet spot.

"Fuck." he swore under his breath as he collapsed on top of her. "Lucy!"

His arms wrapped around her head and shoulder as his pace turned frenzied. Spreading her thighs open as wide as she could she took each brutal pounding, the feeling of his balls slapping against her sending her closer to the edge.

"Natsu! I'm gonna cum!" she cried into his shoulder, clutching at him desperately as he pounding relentlessly into her.

"Cum, cum on my cock." he commanded as fucked her harder. "Cum Lucy."

"Natsu...Natsu! NATSU!" She screamed, muffling the sound in his shoulder as her body convulsed. Her legs trembled as she came hard, her muscles contracting around his cock, milking his thick length.

"Shit!" he groaned. "Shit, shit shit!"

His hands grabbed her hips as he sat back, lifting her as he fucked her. With a ferral growl he threw his head back, cummign inside of her as he continued to pump in and out. His hands dug into the tender flesh hard enough to leave marks that would be there in the morning.

Spent, he nearly collapsed on top of her, holding himself up on his forearms as they stared at each other in their post orgasmic glow. A loud snore ripped through the room. Lucy looked up at Natsu wide eyed.

"Are you serious?" she giggled.

Natsu smiled back at her. "Yeah he's a heavy sleeper. Probably could have told you that huh? I only ever manage to wake him by saying the f-word."

Lucy laughed quietly with Natsu as he touched their foreheads together.

"Well if I had known that I never would have held back in the first place." she laughed.

When the laughter died a comfortable silence fell between them. Carefully Natsu pulled out and Lucy grabbed her shirt from the floor to stem the rush of fluid.

"Can I confess something?" Natsu asked sheepishly.

Lucy stared at him in the dark as she cleaned herself. "Okay."

"I've been wanting to do that for a long time."

Lucy felt her cheeks redden with a blush. "What?"

"Yeah after the first time I watched you. We were out on a mission and you went down to the river to clean. When you took too long I came looking for you and I saw you."

"You watched me masturbate?"

He grinned. "I've watched you a lot actually."

"Wow what a pervert."

"Who you calling a pervert, weirdo."

Smiling contently Lucy curled up next to Natsu.

"I love you too Natsu."