A/N: Heh heh, hi guys. *hides* Okay, yes, I know, it's been forever since I last updated any of my stories, but I just couldn't get this little one-shot out of my head :) From start to finish it took about 3 hours for me to write, and honestly that's the most productive I've been with writing in months.

Disclaimer: I don't own anything except for the story. All belongs to JKR!

Warnings: Um, slash. If you don't like it, I'm not quite sure how you ended up here... Mild foreplay (in my opinion) Overwhelmed!Remus

Remus mewed softly as Sirius nipped and kissed the sensitive spots on his neck.

"Ah!" Remus squealed as Sirius' tongue flicked the shell of his ear, now as red as the blush on his face.

Sirius took the old used History of Magic book out of Remus' hands and tossed it on the ground; due to the languid butterfly kisses, Remus wasn't even coherent enough to protest.

Sirius' pink plump lips made their way across Remus' slender pale neck, making sure to give a quick nibble to an extra sensitive scar, right below his adam's apple. Sirius was now slowly making his way down, hands cautiously rising up to fiddle with the buttons on Remus' white tailored dress shirt. Sirius noted that he looked especially sexy in it.

"Um…Sir-Sirius..Erm-," Remus babbled, steadily losing control of his mind, and the situation.

"Shhh," Sirius mumbled against the werewolf's chest. Sirius' tongue was now heavily busy with Remus' chest and stomach, making sure to leave no scar left behind. He then tried a daring move, slowly licking around Remus' flush pink nipple, almost as if asking for permission.

He continued when he heard a gasp of approval from the sandy haired boy, now taking the stiff flesh into his mouth, gently sucking, like it was a piece of candy.

Remus was in utter heaven, he'd never had someone do that to him before. He and Sirius weren't even in a 'relationship', if that's what it would be called, it just sort of… happened. They'd never talked about it really, just went with the flow of the hormones. He and Sirius had only ever kissed, a few caresses here and there, but never anymore than that. This was all happening so fast – maybe too fast.

"Sirius, maybe we should sto-," Remus stopped as soon as he saw the piercing blue eyes staring at him. Eyes so full of emotion, lust, want, and also some well hid fear. After seeing how much this meant to Sirius, to their friendship, he couldn't argue. Sure, Remus was just as wanting, but he was unsure if he and/or Sirius were ready for crossing the line of playful friendship into consequential affairs.

"Remus…" Sirius whispered against the boy's neck, "Please…just," Sirius took his Remus' face and stared, stared with those shockingly blue eyes. Sirius could also see most of the same emotions in Remus' eyes, yet his were more worried and cautious.

Remus closed his eyes as he nuzzled noses with his best friend. His best friend, that if they took that one scarily enticing step, they could lose it all. This wouldn't be just a game, or a fun experiment anymore, this would be something serious where emotions would run wild; completely forgetting the fact that they'd have to wake up in the same room every time afterwards, along with their other two best friends, who knew nothing was even going on.

The two boys, James and Peter, were completely unaware of the happenings between their two seemingly close friends. What would happen if they found out about Sirius and Remus? Would they embrace them, telling them they still all care about each other like brothers? Or would they shun them both, calling them shirt-lifters and saying to never talk to them again?

What if things went bad, and they noticed tension between Sirius and him? Would they keep to themselves figuring they had a fight, or would they be curious and want to know? Remus could never lie to James. Or Peter. They were all just too close.

Remus let out a low sigh, opening his eyes to stare un-blinkingly into Sirius'.

Sirius was starting to pull away, defeated, when Remus startled him with a highly passionate kiss.

Remus used so much force to kiss him, they fell backwards, now with Remus on top of Sirius, lightly straddling his waist. They continued kissing passionately, only coming up for air when absolutely necessary.

Both boys were getting aroused, needing more and more out of each other. Tongues started searching, needing to touch. There was so much heat in the room they both lost all train of thought and wrestled their mouths until Sirius rolled them, now on top.

The kissing continued and Remus gave in, letting Sirius explore every little crevice inside his wet mouth, wanting nothing more than to stay like that forever.

Soon both boys were down to their boxers, touching and caressing every inch of skin they could possibly find, whispering soft and encouraging words into each other's ears, tasting every sensitive tickle that dared to go through in the mix.

Sirius kissed Remus' temple, whispering "Roll over,"

Remus had a questioning look, but obliged. He soon felt warm, strong hands gently touching his shoulders, making their way down towards his lower back. The sensation of Sirius' calloused hands, from all the years of Quidditch, caused a shiver to spread throughout Remus' body.

He then felt something warm kiss his back, while those sacred hands slowly removed his black boxers. Remus could have sworn his heart had just skipped a beat.

He then felt Sirius' hands move past his lower back, now softly caressing his bum in the most loving way.

Remus could hear his pulse in his ears, feel the hands touching him so intimately, and smell the woodsy smell that was just so…Sirius.

He also began to panic. He'd never done anything like this before, let alone with a guy. Remus didn't even know what to do or say as Sirius started slowly running his index finger down, down towards his very private area.

He wanted Sirius, there was no doubt, but Remus is the least person to do something as daring and foreign as he is now, lying face down while his supposed best friend is doing highly erotic things with those beautiful hands.

The room is quiet, almost anticipating every small sound that comes from either boy.

Sirius is aching with need, he needs Remus, he wants to make love to him like he would to a soul-mate. Sirius convinced himself then and there that Remus is, and always will be, his soul-mate, best friend, and maybe even something more.

Before Sirius gives into temptation, before giving into what seems like he's been waiting for an eternity for, he wants Remus' words to tell him to do so. He needs to hear those words.

"Remus…" Sirius whispered against his neck, making the short hair stand up in a shiver.

Remus hears his name; he hears the want, and the questioning confirmation in the other boy's voice. He wants to reply, but it's becoming so hard to think, to speak, to breathe, it feels as if he's about to explode with everything in his being.

Feelings, emotions, sensations, every single thing that makes Remus, Remus feels as if being torn apart and put back together in one swing, the not knowing what to do, what to say; not being able to control his mind, his body, his everything, finally makes him crack. A crack that Sirius was praying for.

"-ake me! Sirius please," Remus bursted out, now going beyond the verge of tears.

"Please just…Take me! Take all of me! Just please, Sirius…I need you."

Remus sobbed those last words, taking Sirius by surprise, but also breaking his heart. He had no idea this was tormenting Remus so much. He shouldn't have pushed him so far, he should've taken things slow.

As both boys joined in a tight embrace, with Remus still crying, Sirius couldn't help but feel the tiny jolt in his heart.

It was all going to be alright. It had to be. No matter what.

Because Remus needed him.

Just as much as he needed Remus.

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