He cupped her face in his hands and halted before her lips. Her eyes were wide brimmed with sparkling tears. His thumbs brushed them away. He kissed the top of her head, her forehead, the tip of her nose, the point of her chin, swept across the elegant line of her neck. He felt her breath catch when he moved the collar of her jacket and brushed along her hallow area. He then hovered over her lips for the second time; his hands slid down her arms and drifted to the tie of her jacket then back up and removed the buttons all the while watching her eyes look deeply into his. She really could take in your soul with her eyes he believed. Sliding his hands he pushed the jacket off over her shoulders and let it drop to the floor with a crumpled thud, slid his hands up her neck and tilted her head back and went in for that long awaited first kiss he felt her knees buckle; her hands grabbed a fistful of his shirt so that she could continue to stand. He wanted to buckle up too but he knew he had to stand firm for her, hell for his own pride in being a man. He had to be her strength. They came up for air and she sported a dreamy expression. The taste of her still on his lips he licked at them and removed his glasses and sat them on the table gently, slowly, calculating his moves. That brought her focus back to him. "Was there anyone else in mind if I had refused?" he asked her again; she stupidly shook her head no while her fingers lightly grazed where his lips had just been.

"I see, just as I had suspected. I'll do this with you…" he wasn't allowed to finish his words. Haruhi grabbed another kiss, this was not done in a shy manner which took him by surprise but then Haruhi Fujioka was no ordinary girl. For Haruhi she knew too that if she allowed him to finish he'll start thinking way too much and talk himself out of doing whatever he had planned. She already suspected that he would manipulate her body to the point of orgasm without penetration, but this was not something that she wanted…well, she wouldn't mind doing that but she knew in her heart of hearts that she wanted, no wanted more to be exact. And being this close and feeling that kiss she knew she had to have it in order to go on with her life, she needed this if she was to maintain any sanity.

Why not he was a very good looking man no matter how you looked at it. They were all good looking men; for Haruhi was still a girl after all, she looked at them all even though she wasn't conscience of it. One summer day she had thought she secretly run off too work and take a mini vacation by helping out her dad's friend who owned an inn at the beach and they all followed her as usual and were outside using their talents of good looks playing beach volley ball where they were all tanned and sweaty and she felt a twitch in places she never gave any real thought to before, it was then that that night she couldn't sleep with the haunting of her five friends in their state of glistening manly testosterone jumping around in her mind so to clear it she took a late night stroll along the beach when she found Kyoya there and at first she thought he was hurt due to the soft panting he was doing but when she got closer she noticed that he was not hurt but relieving himself, and before he spent she heard him softly say her name, shocked which was hard to do to her she quietly backed out and gave him his privacy and since then she found herself relieving herself with all sorts of fantasies but Kyoya was always the one in them, she thought about why it was always Kyoya, she did fantasize about the twins, Tamaki and Mori but there was something about Kyoya Ootori that made him stand apart from the rest. And she was desperately trying to put her finger on it, to figure out why she felt that he had to be the one to do this favor for her. She went through all them logically the only thing she miscalculated was Kyoya's obvious ire with her portrayal of him. But did she really think he was like that or did she want to believe he was like that, to make the choice seem blasé and simple. He obviously fantasized about her so she knew too that he probably wouldn't mind actually doing the deed with her but it was hard for her to think clearly about it all with his lips working havoc on her own.

Her first kiss with a man and it was more than she could have dreamt. There was such a fiery passion pushing out of him something that the cool member of the Host Club was not supposed to have. Even that night in the beach house his maleness was apparent, no, she should take that back because they all had a definitive maleness about them but his….it was a quiet raw power, like the power of water turning the wheels on a mill but if the river was to rampage then a flood hard to control would be let loose and destroy everything. He might not be a martial artist like Hunni and Mori, or have the silly playfulness of Tamaki or the mischievousness of the twins but the power and drive he possessed was that of kings, his power was that of the Caesar sitting in a Roman arena giving a thumbs up or a thumbs down and he controlled the fate of them all, however, tonight, tonight he adorned a different kind of strength, like that of a volcano erupting he was so hot that she was literally melting. He pulled her to him again this time a little more aggressively and deepened the kiss she thought that he was going to snap her neck back and then that would be the end of all this delicious suffering. She whimpered when he pulled away from her once more.

His mouth scorched her neck and collar bone and when he moved her night dress over and sucked on her breast her breath hitched and she nearly fell over from the glorious sensation of it. Finally, she was able to feel what that felt like. Leaving the one exposed to the coolness of the air he gave the other his rapt attention; by this time, both of them were on their knees. Quivering with desire she pulled his face back up to her lips and kissed him deeply a low guttural growl escaped him as he pulled her up onto his lap by her waist and she felt it, the heat emanating from his pants shot through her like lightning to a metal rod and her body couldn't help but start up a rhythm and he couldn't help but buck back at her. They gyrated hard and furiously moaning softly into each other, he let his hands explore and when they breached the cusps of her Venus shell by sliding her feminine white panty over the butterflies that were fluttering wildly in her womb started to become one mass of a slow turning knot that was getting bigger and bigger and more solid and coiled as his elegant fingers slowly opened her up by sliding up and down with a little wiggle, pinch and flick. He watched in rapped amazement as she flung her head back with a low moan and with a heated gaze watched all the emotions flush over her face as he slowly slid a finger into her body.

He was nearly understanding what mad as a hatter meant he wanted to tear into her thrust into her body with untamed abandonment, break into her like fine porcelain, like an untamed beast finally able to devour his beauty, but he couldn't; he had to rein in this fire that was spreading and allow the coolness to enter. He didn't want to take her virginity just…..help her relieve her pent up desires as well as his own…he'd definitely have to finish himself off when she goes back home and tonight he was going to have wonderful mental visions to add to his memoir of fantasies and if that wasn't enough to cool him down Buddah help him because it was going to be a long long day.

"Haruhi…take your hand and feel mine here on you."

She obeyed diligently he pulled her hands down to where he just left and had her stroke herself. Not realizing what that action was going to do to him. He clenched his teeth when she followed his instructions but then stopped short.

"No…sempai…I want to feel your hands on me…"

"Haruhi…I'm trying to show you how…"

She kissed him to silence him. His eyes were wide with shock at first but feeling her mouth move over his he realized quickly that he lost that battle. "Sempai, I already know what I feel like doing this…I need…I need to learn more I want you to show me…..more," she kissed him again and pulled his arms up above his head and dragged her nails down his arms and roamed them across his chest to unbutton his shirt. She traveled her lips from his down the collar of his neck just like he did to her and pushed away his shirt as she kissed his well toned chest. Her little pink tongue swirled over his nipples and back up to his chin when he aggressively bit her lips lightly with his own and resumed the power back. Their hands roaming up and down their entwined bodies, they shimmied, they coiled, they raked and nipped. Moans were heard throughout the room.

"Sempai…please…I can't, I can't take anymore…." It seemed for poor Haruhi that every time she was about to soar high into the midnight sky, Kyoya had a way of bringing her back down again but keeping the embers burning with his soft touches and soft kisses in between. For Kyoya it was a way to cool him down so as not to take this lesson onto the next level, but with each moan and caress and power struggle he was weakening. She abruptly stood up and pulled her panties down and removed the rest of her outfit and allowed the soft light of his room to glow on her blushing form as she looked away from him. He looked at her in awe and slowly crawled over to her the tent in his pants straining against the silken wet material of his boxers his hands roamed up her supple legs his faced hovered over her now twitching sex, he kissed the area right above it then kissed the areas on either side of it and just for his own knowledge he licked at it, sliding his hot wet tongue in between the slit lapping it up like a cat on milk, she wanted to fall but he caught her and gently nudged her to his white sofa, he never got to see a vagina up close and personal and so he spread her legs and examined it almost like a scientist would examine a fascinating subject of his research. And Kyoya was engrossed in learning more about this subject. He brushed his cheek across it, burrowed his nose between the folds nibbled it with his teeth softly, he paid no attention to the whimpers that Haruhi made as he watched in enthrallment the very thing he was studying start to liquefy. He licked at it then sucked on it, it was a different taste, not really a melon taste like he's read, it was a mild salty taste with a little bit of sweet. She was clean smelling and the aroma of her arousal that was spicy.

"Sem…sempai…" she used her foot to push him off of her slightly then she sat up and made him stand up. Her hands shook as she undid his pants and he stood there clenching his hands into fist by his side as he sprang into her focus.

"Sempai..." she gulped. He really wanted to say something anything but his throat was dry and thick. If he said anything it might sound like he was chanting some black magic like Umehito Nekozawa and scare her. Haruhi saw the shiny slick bead hanging on to the eye of his bulging head. Her little pink tongue darted out to taste him like he did her she heard him suck teeth and felt his stomach muscles clench. With more curiosity and confidence she put the entire head in her mouth just like she saw in some doujinshi's. By that literature she knew that men liked this. She softly sucked and nipped him a couple of times with her teeth but even with a little pain it felt good to him. Her mouth was hot and all of a sudden he wondered what the other notch would feel like. He bucked against her a couple of more times before he decided to snatch her up and carry her to his bed.

"Haruhi, I didn't really want to take your virginity…I seriously wanted to just show you…whenever you say stop I'll stop alright." A little bit of worry creased his brow. "I want to do right by you, you understand. If…If we do this..."

Haruhi looked up at him as her palms rested against his chest. "I didn't expect Kyoya sempai not to behave like Kyoya sempai if that's what you're worried about. I wanted this for my own reasons, and I wanted it to be with you sempai. Afterward we can continue to be friends. I will still work off my debt so you don't have to worry ok. Oh and we can keep this between us. I don't think we'd want everyone to find out about it you know how loud it will become. I'd rather keep this night to ourselves. A beautiful memory."

He frowned. "So, after tonight you're saying that we'll never do this again?" Haruhi thought about it then she had her hands travel down his chest down his stomach and then rounded them up his waist and down his backside and back up again. With serious thought she responded truthfully to him "well I wasn't really thinking about a next time but depending on what happens afterwards knowing what I know now masturbation isn't going to really do me any good. I might find myself doing it since I can't always be coming to your house in the middle of the night but if there is a will then there should be a way where we can make it work for us. Like um…what is that term…."

"Friends with benefits."

"Yes, that."

Kyoya sighed he should've known better, she still didn't get the ramifications of this time spent together. He loved her, if he wasn't sure about it a few hours ago he is well damn sure about it now and he didn't want to be just friends with benefits, but he had to be honest with himself, his father might already have someone in mind for him to marry. He is an Ootori after all even if he is the third son. But he was already willing to stand down from his family's business and make his own with his own two feet. And Haruhi Fujioka was a good woman who would make a good wife, she may be common and with no background but he knew that she was determined to make a name for herself and she would create her own canvass and that would hold strong, no one would be able to argue that fact. He looked at Haruhi again as she looked up at him quizzically, "sempai are you changing your mind?"

"Haruhi, I do agree that this… what we have going on here it probably shouldn't go past u s. Tamaki and the twins especially will be earsplitting about it. However, as I said earlier…I would not disgrace you, your family or mine, and that I value my friendships with all of you and truth be told even though there has been discussions concerning you being with anyone of us; well we had come to an agreement, now, I would hope that if you were to say become my girlfriend that they would be happy for me, for us rather, however, we cannot let it be known in the school that you are actually a girl, therefore at school our relationship has to remain the same as it was before today and that might prove difficult to do, however, the yaoi thought of us together might benefit the host club greatly since the twins market their taboo relationship and well…you know, so unless you don't mind everyone thinking that we are homosexuals…I am willing to…no…I want to be your boyfriend and lover Haruhi. I want this night to be respectable."

Haruhi thought about it and there was logic in his thoughts. Being in a relationship does sound better than friends with benefits. She wouldn't mind being by this man's side at least for some time. He is sensible, quiet and smart and well…he's sexy. "Yes, I think that it would be the best course of action to take. I…I wouldn't mind being by your side " she said with a rosy blush across her cheeks and with that said they sealed it with a kiss and as things progressed he hovered over her flesh and she felt the warmth of his head against her soft petals. From what she's read up on and studied she knew that it was going to hurt the first time just a bit apprehensive she softly pleaded with her lover "sempai…please…I heard that it's painful…I don't mind so much but….I'm actually…I'm…" Kyoya smiled, finally; finally a sensible fear has reached her. "Do you wish me to stop?" He said sympathetically into the shell of her ear and it made her entire being shiver and flush. "No…no…I…just… be careful…ok." He kissed her gently on her lips, "I am a gentleman you should know this well my lady."

As first times go it was a memory that neither will ever forget as they both reached their destination together in perfect unity. Haruhi found herself exhausted and near sleep a soft warm hum running through her body as Kyoya feeling tired but in a different way found himself staring disbelieving of the beauty that rested beside him in his bed. In disbelief that a woman was in his bed was still surreal to him. That he actually consummated a fantasy was all but to dreamlike for him as well. He was about ready to fall asleep himself when there was a question nagging loosely in the back of his mind. That's right why did she feel the need to want to have sex now. Right before exams too. "Haruhi, Haruhi." He said as he gently stroked her back with his fingers languishing in the soft texture of her skin there. "hmmm…" she responded. "Tell me why was it so important to have me extract your virginity that you came out in the middle of the night?" He asked a yawn escaping his lips. "Mmm, that, well, I couldn't concentrate…how can I study when all I can think about is sex. Pleasuring myself with fantasies was not working like they usually do, so, in order for me to perform at my best abilities I had to appease what was on my mind. I've always been this way. Whenever something played heavily on my mind I have to appease that so I can move on." She yawned loudly here and nonchalantly continued in a sleepy voice filled with contentment "thank you sempai because now that I know what sex is my mind can appreciate it and I can move on and concentrate on my studies so that I can perform well on exam week." And with that she was out.

In shock Kyoya sat up in his bed wide awake now and looked at her. She really did calculate this. And she said it all as if it was nothing. He looked at her in confused wonderment did she love him? Knowing her she probably doesn't know the answer herself but she did choose him with logical thinking even her reasons for choosing him was logical all of this just so that she can pass her exams, he was still dumbfounded. But that's alright, Haruhi was now his and she didn't mind that they be an item homosexual to the school heterosexual between them, he had plenty of time to open her eyes about her feelings.

Fin

A/N: Thank you to all who reviewed my story. I truly appreciate them. Infact, it was because of them that I thought to go ahead and answer with a soft lemon and a reason behind Haruhi's madness. I look forward to writing more stories when time allows since I have so many ideas floating in my head it's hard to keep them all straight. If only time could stand still for a hot minute just so that all of it could be let out you know? Again thanks for reading and reviewing.