A/N: So this was inspired by one simple word: Spelunking. XD See, to me that has never sounded even remotely like 'cave diving.' Instead it always sounded really dirty to me and I just couldn't resist making that into a fanfiction because that's just how I am. I got caught up however in time consuming real life things but finally it's done! Consider it a bit of an apology for being so slow right now, but I hope you enjoy! ^-^

Edit: Ok, so I made a few minor changes, nothing big or anything, but just touch-up stuff. I checked grammar and rewrote any confusing or unclear sentences. I also added a bit to the end. Yay for improvement! and thank you to all of you who faved. ~3

"Are you ready yet?" The blond teen whined as he tapped the toe of his boot impatiently. He glanced at his watch as the lanky redhead next to him checked over their gear once more.

"Don't be such a drama queen Mello, I'll be done in a second. Do you want us to die because of a frayed rope or something?" He sighed in exasperation as he tucked the supplies back into their backpacks and handed the black one over.

"We'll be fine Matt, you're the one being dramatic." The blond pouted as he slung the pack over his shoulders, eager to begin their decent into the cave.

Matt still seemed a bit nervous though. "Jeez Mello, I still can't believe you talked me into those spelunking classes…"

"Shuddup, you know this is gonna be fun!" He smirked confidently before walking to the chasm slashed into the hillside. It swallowed up all light, leaving the inside a complete mystery but that only made it more intriguing.

This would be their first solo expedition and Mello had picked out the cave himself. It was one that they had visited as children at the orphanage so long ago. He wondered if Matt even remembered.

Sitting on a blanket, Mello watched the other orphans run and play around the trees. Each year the orphanage would bring the older kids to the nearby national park for a picnic and as a thirteen year old, this was his second year to come. He was enjoying just relaxing outside though, not interested in the other kid's games. As he sat soaking up the sun he noticed a shock of red hair disappear to the left, leaving the group. It wasn't allowed, but the orphans would occasionally sneak off into the vast park, never going to far.

That color hair could only belong to the new kid, Matt. Mello had noticed him the first time he was introduced but he hadn't approached him yet. For some reason it made him nervous, his normally outgoing personality turning shy. Now might be a good opportunity to say hello though, while Matt was alone.

Hopping up, he quickly followed the direction he saw the redhead go. He wandered through the towering forest without seeing the other boy until he came to a clearing similar to the one they were picnicking in. There was a steeply sloped hill in front of him with a partially hidden opening at the bottom.

Curious, Mello pushed out of the forest underbrush and went to investigate. With the summer grass so overgrown, it was almost completely concealed but he only pushed the troublesome weeds aside to get a better view. He leaned over to try and peer into the gaping jaw of the hill, but the bottom was to far down to see.

As he stretched farther, his weight caused the earth under his hand to crumble and give way. Set off balance, Mello fell into the waiting darkness, closing his eyes tightly in anticipation of the fall. He was stopped abruptly though by a sharp tug on the back of his shirt.

His direction changed as he fell backwards instead, right into the lap of the redhead he'd been following. Matt's hands were now secure around his waist, holding him in place as if afraid he might disappear if he let go.

"Are—are you ok?" He spoke quietly, apparently nervous to talk to the blond.

"Y-yea. Thanks." Mello blushed as he noticed how they were sitting. Matt's body was flush against his back, long legs splayed on either side of him. His stomach tightened uncomfortably at the close contact and he quickly scrambled up, holding out his hand to help the other boy too.

Blushing as well, Matt accepted his hand, seeming to hold it for a moment longer than necessary, but maybe that was only Mello's imagination.

"Umm, my name's Mello."

"Hi, I'm Matt." He stepped back, right into the sun as he rubbed the back of his head nervously and smiled.

For the first time, Mello was able to see him up close. Squinting, he could see orange goggles tangled in unbelievably red hair. The setting sun made a golden halo behind him, making his eyes sparkle green as Mello stared. The earlier tingling in the pit of his stomach came back as he tried to find words to break the silence.

It was then that he realized what the sun setting signaled. "Oh no, sunset! Roger's gonna kill us if he sees we're gone!" With that he grabbed Matt's hand again, secretly loving the thrill it gave him, as he led his new friend back to the clearing.

That evening, Mello went alone to Roger's office to ask about Matt's room. A permanent place hadn't been decided on yet, so when Mello requested that they become roommates, Roger quickly agreed. He hadn't found any child that could stand the blond boy's temperament, so the request of a pleasant surprise.

Mello never told his new roomy about his request, worried what he might think if he knew. They grew close over the span of their remaining years at the orphanage, even going to the same college once they turned 18. It wasn't until one year later that Matt told him he was bi, confirming what Mello already suspected. Mello had dated a couple of girls but Matt had never seemed interested.

When Matt told him about his preferences, Mello had been secretly hopeful that he might also confess but those hopes were quickly crushed by Matt's assurances that he didn't see the blond that that way.

Once inside the cave, Mello turned on his headlamp to look around. Matt followed soon after him, touching bottom and unhooking his gear.

"Ready to go?" Mello was surprised by how large the cavern they had entered was. Up ahead though, there was only a narrow opening to continue through.

"Yea, I'm coming." Matt switched his own light on and they made their way towards the hole. It was about four feet off the ground and just big enough that they could keep their packs on while they crawled though. "You should go first."

"I was thinking the same thing, I know how much you want to ogle my ass." With that Mello winked and hoisted himself up into the narrow opening, not giving Matt a chance to answer. He'd worn his tightest black jeans under the guise that they wouldn't get caught on rocks like baggy jeans would and likewise, Matt had worn his usual skinny jeans.

Though they had been taught that sometimes these constricted tunnels might lead nowhere and to never try and force through one, luck seemed to be on their side. The passage lead through to another, smaller cavern and from there they began to explore the various tunnels leading out. Two turned out to be dead ends after only one or two rooms, but the third seemed to lead to the heart of the system. Watching carefully for any turns that might get them lost on the way back, they were relieved that it seemed to be a relatively strait path.

When they were deep into one of the caverns, Matt's light began to flicker and blink before going out. "Umm… Mello?"

"Relax, relax. We've still go mine ri—" click. The sound resonated around the chamber as they were plunged into complete darkness. They both stood silent for a few minutes in shock.

"Ok, that was weird." Matt was the first to speak. "What are the chances they would both go out hu?" He laughed nervously.

"Yea, leaving us here underground. Where no one can hear us. In the dark…. Alone." Mello could hear Matt's breaching speed up a little as the implications undoubtedly flooded his mind.

"Why don't you get the spare flashlights and we'll get out of here?" He was trying to pretend he hadn't just almost had a massive nosebleed, Mello could hear it.

"I would, but I didn't pack any…" He didn't have to worry about keeping a strait face in the dark as long as his voice sounded serious. His smirk wouldn't give him away this time.

"WHAT?! Mello, that's one of the most important rules: always have a backup light!" Mello could hear him spin around on the stone floor in outrage.

"Sorry, but I didn't think we'd need them and it was 5 pounds less weight to carry." He shrugged, but of course Matt couldn't see it.

"How can you be so clam about this?!" Mello heard the rush of displaced air before Matt's fist connected weakly with his shoulder. It was difficult for him to aim in the dark when he couldn't even see his own hand. The blond only grabbed his wrist and pulled him closer until their bodies were touching. He rapped his arms loosely around the redhead's neck as he brought their faces together, stopping when he felt Matt's breath on his face.

"You're so worked up … Jeez, you really just need to relax." He mustered up the most innocent tone he could as his hands rubbed taunt shoulder muscles sensually. "Anything I could do to help with that?" In the pitch black he relied on only his voice, foregoing (in his opinion anyway) his best asset: looks.

Matt tried to pull out of his grasp but only succeeded in backing into the cave wall. "Jesus Mello! Just because I told you I was bi doesn't mean you can tease me about it!" He was flustered already, and now he couldn't get away.

"Tease? You know me better than that. I never tease." He softly let small pants of breath tickle along Matt's neck, making him freeze, palms firmly against the stone behind him. Matt brought his hands to Mello's shoulders as his friend began to slowly sway his hips.

"Mell, s-stop…" His attempts to move the blond were half-hearted as he tilted his head back to give better access.

Mello let his lips brush against his neck as he spoke. "Do you really want me to…?"

Matt could only pant in response, clearly caught between want and uncertainty. On the one hand his best friend, whom he'd wanted since they were kids, was currently seducing him. On the other, if Mello was only joking with him and he admitted to liking him, it could ruin their friendship. He couldn't see the blonde's face after all, and it made him nervous.

Deciding to help him out, said blond dropped the pack off his shoulders and flipped them so that he was the one against the wall. "I thought you would like spelunking in the dark…" He used his new leverage to grind his hips harder and make sure his double meaning wasn't missed.

Matt dropped his backpack as well, planting his hands firmly on either side of Mello's head. Tentatively, he brought their lips together in the dark, kissing harder at the blonde's fervent reaction. All doubts disappeared and he let his hands travel down to Mello's hips. He wrapped the blonde's legs around his waist and ground back against him while they kissed.

Mello let his hands wander up Matt's striped shirt, fingertips just barley running along his ribs. The redhead groaned and shuddered at the almost not-touches on his sensitive sides. He quickly reciprocated though by slipping off the blonde's black shirt, making him shiver from the cool stone at his back. Matt broke the kiss and moved down to his neck, finding the sensitive spot just below his ear and beginning to suck.

"Mmm, Matt… there…" Mello couldn't help moaning, especially as he felt hands wander up his chest to tweak his already pert nipples. Who knew Matt would be such an enthusiastic lover?

Deciding he should be the only shirtless one, he quickly striped Matt as well. The redhead crashed their lips together again, pressing their chests as close as possible. Mello's hands roaming along his back and down his spine made him grind harder, swallowing all of his friend's moans.

When the broke for air, Matt was out of breath, panting before he could speak. "Ah, Mello, do you know how long I've—I've wanted to… to…"

"Fuck me."

"Exactly."

"No, fuck me."

Matt stood stunned for a minute, making Mello wonder if he'd gone to far. Maybe… maybe he didn't really want to go that far? Or he didn't like him that much? His thoughts were cut off though when he was turned around and lowered onto the cave floor. Both their shirts were swiftly arranged behind him so that loose rocks wouldn't press into his back before eager lips were once again on his.

By now his jeans were unmercifully tight and he knew that Matt could feel it. Likewise, he could tell he wasn't the only one with a problem. Wasting no time, the redhead's fingers were undoing the tight denim and pulling them off his arched hips before moving to tug them off completely and throwing them on their packs. He chuckled into Mello's neck when he felt no underwear or any kind, letting one finger trail down to the blonde's naval and back up.

"Maaaatttt…." He whined when no contact came just where he wanted it most. "Now who's teasing?"

Matt didn't reply, letting the single digit begin to travel down again. This time though, he didn't stop. His hand slid lightly down Mello's length from base to tip and back again before he finally began to pump him. The blond wound his arms around Matt's neck as his hips bucked to gain more pressure.

Tired of being teased, Mello slipped his hands down to undo Matt's jeans as well. They quickly followed his own, though he groaned at the loss of contact as Matt moved his hands to help strip the tight fabric off.

Almost before he knew what was happening, Mello felt a slick digit begin probing at his entrance. Obviously Matt was as impatient as he was, quickly coating his fingers with saliva the second he had the blond in position. He didn't try to hurry though, not wanting to cause any pain as he kissed up Mello's neck and pushed in the first finger. It was quickly followed by a second, slipped in before he could tighten his body too much. He stopped there, reaching the blonde's lips and distracting him as he adjusted.

Before stretching him, the redhead decided to tease a little more, pumping his fingers in and out just deep enough to brush against Mello's prostate. It was barley a touch but the sensation sent up his spine was enough to have the blond writhing and moaning underneath him. The pleasure made the scissoring more bearable, even when another finger was added. Every few seconds Matt would hit that spot to distract from the pain.

Satisfied, he couldn't wait any more and positioned himself so that only his tip went in. Mello groaned, trying to pull him closer but Matt wouldn't budge.

"Mello… This isn't—what I mean is…. Tomorrow…" he trailed off, not sure how to say what was on his mind. Mello understood however. He wanted to know if this was a one-time thing or not.

"Let's put it this way, you won't be sleeping much this week cause I'm not going to be on the bottom again."

With that he thrust his hips up, taking Matt in completely. His body squeezed and tightened around him, only making the blond wince in pain. It was replaced soon enough as Matt began pushing into him, quickly finding his bundle of nerves again. Hitting it each time, pleasure took over and they quickly picked up a rhythm, Mello rocking his hips up to meet each thrust. As he came closer to his climax, his muscles began to clench tighter with each roll of their hips, making Matt groan into their sloppy kisses.

Mello threw his head back on the hard stone floor and moaned as Matt's smooth hands proceded to explore every inch they could reach. Kisses followed behind, as if the redhead was tempting to memorize every part of him in the inky darkness, his hand taking the place of his eyes. He obviously liked what he 'saw,' hardness throbbing from where it was buried deep inside Mello.

Matt came first, body shaking as he groaned out Mello's name. The blond wasn't far behind when he felt the redhead throbbing inside him. His grip on Matt's waist increased as his own orgasm washed over him, nails digging into soft flesh.

Exhausted, the both lay on the ground panting after Matt pulled out and rolled away. It took several minutes for them to recover but when they did they were able to find their clothing in the pitch dark and get dressed again. Packs and gear ready, it was Matt who spoke first.

"So how are we going to get out without a light?"

"Oh that?" Mello flipped his light back on, amused by the stunned expression on Matt's face. "I replaced your batteries with old ones, but mine are just fine. I turned off my head lamp when yours died," he explained.

"I should've known." Matt rolled his eyes and followed after him as they made their way out.

Stepping into the light of day, Mello set his things down and stretched, exposing his midriff. He felt two arms slowly wrap around his waist and he leaned his head back, enjoying Matt's warm breath.

"Um, so does this mean… erm, mean that we're…" He really wasn't very good with words when he was nervous. Mello however, always seemed to know what hew was trying to say.

He turned around in the redhead's arms and draped his arms around his neck. "Only if I get chocolate on our anniversary." Matt's grin stretched ear to ear as he leaned down and kissed him again. Damn it felt good to finally be able to do that. He looked forward to whatever Mello had planned for the next week.