She knew that she should concentrate on her studying. She knew that if she didn't, she'd probably fail her test tomorrow. She also knew that she couldn't stop staring at Kotori's beautiful face.

They were supposed to study for a math test the next day. They needed to keep their grades up or the club would be forced to disband so, after Muse practice, they decided to go to Kotori's house together without Honoka because, according to Eli, she couldn't be trusted and she, along with Nico and Rin, needed to be supervised by both her and Nozomi.

Now that Umi thought about it, the more she realized how horrible of an idea it was for just the two of them to study together. She couldn't go more than a few minutes without stealing a glance at Kotori and she had been stuck reading the same line in her textbook for the last fifteen minutes.

"When you look at me like that I feel embarrassed." Kotori said, breaking her out of the trance she didn't realize she was in.

Umi blushed. "Oh. I'm sorry. I didn't mean to make you feel uncomfortable."

"It doesn't make me uncomfortable." Kotori reassured her, bringing their faces close together. "It makes me feel special. I love when you look at me like that. There are so many girls out there prettier than me, but you chose me."

"That's a lie." Umi argued. She hated when Kotori doubted her. "There isn't anyone more beautiful than you and you're the only person in the entire world that I love this much." She whispered as she closed the distance between their lips a bit more. Her heart ached as tears welled in Kotori's eyes. "I couldn't imagine my life without you."

She brought her hand up to Kotori's face and pressed their lips together for a gentle and reassuring kiss. The soft lips on her own lit a fire within her. Her mouth opened to let her tongue ask for entrance into Kotori's mouth which was quickly allowed. They moved together and explored every crevice of each other's mouth.

Kotori wrapped her arms around Umi's neck as their tongues gently brushed against each other's. She could feel herself start to get wet and her sticky panties became uncomfortable. She broke away from the kiss and Umi immediately went to her neck, lightly kissing, licking and nibbling on the soft flesh.

"I think-" Kotori moaned. "I want to have sex." She spoke almost out of breath.

Umi pulled away to look her in the eyes. "Are you sure? We could stop right here if you want." She wanted to go further, but she wanted to be sure that her girlfriend also wanted to.

Kotori nodded. "Feel how ready I am for you." She took Umi's hand and pulled it under her skirt and into her soaked panties. Umi knew there was no going back now.

Fingers slid against wet heat and became coated in Kotori's juices. She stroked the outer lips and let them move around her entrance without entering. Her fingers continued to rub as Kotori leaned back on her hands and spread her legs wider, allowing more room for Umi's hand to maneuver. Umi used this access to gently squeeze and rub her clit.

"You're so wet Kotori." Umi's voice strained. She felt herself start to get aroused as well.

Kotori moaned when fingers teased her entrance. Her hips moved up to try to get them to enter. Umi quickly understood what she wanted and slowly started to insert her middle finger. She watched as Kotori's jaw went slack and leaned over for another kiss. Kotori moaned into her mouth as she started to to move her finger in and out, curving upwards to rub against the sensitive spongy skin.

It wasn't long before Kotori's body stiffened and Umi continued to move her finger inside, only stopping when her body relaxed.

"How was it." Umi asked as she removed her sticky hand from ruined panties.

"It felt really good." Kotori answered breathlessly.

"I hope you're ready for more then." Umi started to gently push Kotori to lay on her back, but was stopped. "What's wrong?"

"Can we try something different?" Kotori asked nervously. This was something she had wanted to do for a while, but was too embarrassed to bring it up. She didn't want Umi to think she was strange for wanting to try new things. She crawled over to her bed and removed her soiled underwear and skirt in the process. Kotori then laid her upper body on top and moved her legs apart. "I want to try it like this." Her face burned and she almost couldn't believe that she worked up the courage to request this.

Umi felt herself strain against her underwear when Kotori presented herself to her with her pussy completely on display and her juices dripping down her thighs. She was surprised that Kotori wanted to try a different position. Every time they had sex Umi was laying on top and she never thought of trying something new, but now that Kotori showed interest she kind of wanted to see what other pleasures they could experience.

She shuffled over on her knees and positioned herself behind Kotori. With one hand she caressed her behind and with the other she pulled down her own panties. A groan escaped her mouth as heated skin met cooled air. Her cock stood tall and hard and precum slightly dripped from the head. She positioned her cock between Kotori's legs and rubbed the tip along her slit, coating it in her juices. She continued these motions and bumped it against her clit a few times, making sure to go slow.

"Stop teasing me Umi." Kotori's muffled voice said.

"Just making sure you're ready." Umi gripped her shaft and ran her hand up and down it to make sure it was fully lubricated before positioning the head at Kotori's entrance. "I'm gonna put it in now."

The head slowly entered Kotori's tight channel. Within a few moments the entire shaft was lodged deep inside. Kotori clenched down hard, not use to being penetrated so deeply. She was glad that Umi stopped moving to let her adjust to the new sensation. Her body relaxed a bit and was able to feel how good Umi's cock felt. She had never felt so full and she loved it.

"You can move now."

"Are you sure?" Umi asked in a shaky voice. "I don't want to hurt you."

"Please fuck me." Kotori begged and Umi was taken aback, not use to hearing vulgar language come from her girlfriend's mouth and it surprised her at how turned on she got.

With Kotori's confirmation Umi moved her hips back until only the tip was inside. She slid in and out slowly. Kotori's body shuddered every time her hips pressed against her.

"Does it feel good?" Umi asked between thrusts.

"You feel so good Umi." Kotori moaned when Umi started to speed up.

The sight of her cock and hips slamming into Kotori's backside over and over again was incredible. She watched her shaft shimmering in Kotori's wetness as it split her lips and became swallowed inside.

"I love watching you take it like this." She rubbed her hands up and down from Kotori's sides to her ass as her hips continued moving. "I love being the one to make you feel this good." Kotori could only moan in response.

Kotori's body rocked forward and backward trying to take as much as Umi as possible. Her back arched as Umi's hand found its way between her legs and rubbed her clit. She was still sensitive from coming already and the added sensation was too much for her. She clamped tightly around Umi then collapsed against the bed as she road the aftershocks of her orgasm.

Umi found herself close as she watch her girlfriend coming undone in front of her. The extra tightness she felt was the last push she needed before following Kotori's orgasm. At the last second she pulled her cock out and let herself go. Her body stiffened and her hips jerked forwards. She watched as her cum shoot against Kotori backside and drip onto the carpet. If she wasn't so distracted from her high she would have grimaced at the thought of cleaning it up. Her elbows held her up as she leaned on the bed above Kotori, both still catching their breath.

"Umi?" Kotori asked and looked over her shoulder. "Why didn't you cum inside me? I was looking forward to it."

"I-I'm sorry. I didn't think you wanted me to?" She didn't know why she just apologized.

Without warning, Kotori used the strength Umi didn't know she had to pull them onto the bed with Umi between her spread legs. She laughed at Umi's stunned face and brought their lips together for a long slow kiss.

She broke the kiss, brought her lips to Umi's ear, and felt her shiver against her. "This time I want you to stay inside the entire time."

Umi decided that she wouldn't disappoint her this time.

"Ehhhh? Honoka got a better score than both of you." Rin yelled in shock. The rest of the club members gathered around to see and indeed, Honoka's paper had the higher score. Not by much, but enough to incite incredulous looks towards Umi and Kotori.

"I don't understand." Eli spoke after a moment of silence. "Didn't the two of you say you were going to study the night before?"

Umi's face heated as she thought about the night before the test. She scratched her cheek and tried avoiding eye contact with anyone, hoping that none would catch onto what had happened while she tried to come up with an excuse.

Unfortunately, Kotori was far less subtle.

"O-Of course we studied. We were, uh, busy all night." Kotori answered nervously. Eli's eyes narrowed.

Honoka, who had been strangely quiet, was trying to hold back her laughter. Her hands covering her mouth barely stifled any noise from escaping. The day couldn't get any better for her. First she does better than her two studious friends on a math test, then she gets to see them try to explain that they chose sex over studying for said test.

"I'm sure you were." Nozomi laughed mischievously. "But it looks like you two deserve a punishment." She raised both of her hands and looked as though she were about to pounce on them as Umi backed away and Kotori tried to cower behind Nico.

"Hey! Get off me. Don't drag me into this." Nico tried to get away. She had been on the receiving end of Nozomi's punishment numerous times and did not want to be caught in the crossfire. She yanked herself out of Kotori's grasp and quickly moved across the room next to Maki, Hanayo, and Rin, glaring at the girl that tried to use her as a human shield.

"That's enough Nozomi." Eli said as she put her hand on Nozomi's shoulder. "We'll let it slide this time, but next time you have a test you two are not allowed to study alone. Are we clear?"

The two chastised girls nodded solemnly, knowing they were let off easy because they usually did exceptionally well.

Honoka finally broke her silence.

"Hey Kotori. Maybe we should "study" together next time." She said as she wiggled her eyebrows at her friend.

"Honoka!" Umi yelled angrily and attempted to hit the girl, but Honoka knew it was coming and jumped out of the way while laughing.

Safely out of Umi's range, Honoka continued. "I'm sure we'd study really hard all night too." She then ran out of the room with a very angry Umi close behind while leaving a confused Kotori in their wake.

A/N- Sorry for any mistakes I wasn't able to catch.