It was always you falling for me,

now there's always time, calling for me.

I'm the light, blinking at the end of the road,

blink back to let me know.

Whelp this is actually my first smut fic, so I'm a little nervous about it. This was inspired by the two songs Always and Hurricane both by Panic! At the Disco (but I thought Always would be more fitting.) I do not own Panic! At the Disco or their songs, nor do I own the Soul Eater universe and it's characters.

Feel free to leave feedback for me and enjoy!

"OI DAMN'T MAKA GET BACK HERE! SHIT!" Soul yelled in pain as he rounded the corner straight into the table almost knocking over Maka's reading lamp.

"You two better calm down before you break something!" Blair warned the two.

"IF YOU WANT IT YOU'RE GOING TO HAVE TO CATCH ME FIRST!" laughed Maka as she ran down the apartment hall to her bedroom making an attempt to slam the door behind her, but Soul was too strong and forced it open.

"Come on Maka! You knew that one was mine," Soul pleaded motioning to the vanilla cupcake in her hand. They both knew it was that last one and that he had been saving it for himself to eat after school, but Maka had stolen it from him anyway.

Looking him in the eyes she giggled as she licked the whole thing all over before holding it out for him. "Here you go!"

Soul looked slightly disgusted but shrugged his shoulders and took it anyway. Hey a cupcake is a cupcake right?

Licking his fingers clean of the icing Soul looked back at Maka who suddenly resembled a deer in the headlights surprised by his actions. "Now I've got you!" Soul ran over to her dodging the bed and grabbed her around the waist to flung her over his shoulder almost effortlessly.

"SOUL PUT ME DOWN!" Maka yelled kicking and trying to break free. "YOU KNOW I HATE WHEN YOU DO THIS!"

"Well then maybe you should learn not to mess with me." He laughed as she yelped when smacked her bum and playfully threw her down on the bed.

"Would you guys quit rough housing!" Blair yelled at them. "I have to leave for work and I DON'T want to have to come home to you guys like I did before!"

Soul visibly winced as he thought of the last time him and Maka had been playing around; it ended with a complaint from the neighbors, two smashed lamps, a trip to the emergency room, a sprained wrist, and eight stitches to his head.

"Yeah, sorry Blair!" he apologized. "We'll see you when you get home!" Soul guessed that was a good enough response for her because he heard the front door shut and lock and her footsteps heading down the stairs.

"Now about you," Soul turned back to Maka with a sly grin on his face and took her face in his hands to give her a long kiss. "Whatever shall we do while she's away?" Pulling away he switched off the light so only the bedside table lamp was shining and softly closed the door so they had more privacy though it was only the two of them left. The last I time Soul and Maka had any quality time alone to themselves, for some unknown reason Maka's father Spirit had decided to pay them an unexpected visit. That had not ended so well for Soul so this time he was taking extra precautions.

Her face brightening with a subtle blush, Maka watched as Soul reached for his shirt collar, and pulled the light t-shirt up and over his head slowly revealing his toned muscular body to her. It certainly wasn't the first time Maka had seen Soul without a shirt, but simply lounging about the apartment or fighting the Kishin puts one in a much different state of mind than what she currently was in now. Tossing it aside beside the door, he smirked at the color appearing on her face as her eyes silently scanned his body landing on his almost cocky grin wanting nothing but to kiss it.

"Like what you see?" He asked striking a pose, flexing his arms and back muscles for her. Embarrassed Maka averted her eyes from him and focused on the soft elaborate comforter on the bed with a small smile. Walking back over Soul leaned over Maka and placed his arms on either side of her. Resting his forehead on hers, his eyes flickered from her dark green eyes shaded slightly by her bangs, to her lips and back biting his lower lip. Reaching up and placing her hand on the nape of his neck, she pulled him closer and their lips met with the heat she could feel starting deep inside her. Sitting up to be more on his level, Maka wrapped her free arm around Soul's torso to pull his body in closer deepening their kiss. Kneeling down on the bed in front of her, small shaky hands traced the contours of his back and shoulders, fingers trailing down his arms and up his chest, pausing slightly before running a single finger down the line of his scar making him shiver under her touch. Moving his hands from the bed, Soul placed them nervously on Maka's bare thighs, slowly moving them up and over her shorts reaching the bottom of her favorite t-shirt which he recognized as his with a blush. Breaking the kiss, Soul nervously rested his forehead against hers once more catching his breath, dark crimson eyes silently asking permission.

Giving him a light kiss on the nose as response, Maka shifted slightly as Soul lifted his meisters' shirt up and over her head casting it aside with his own by the door. This had been the part Maka would dread the most about her new experience with Soul. She has always been painfully aware of how small breasted she naturally was, and though it had never really bothered her before, here in this moment with Soul, even the push-up factor of her black lace trimmed bra did little to ease her nerves. Shifting her weight again to be closer to Soul, Maka tightly pulled herself against him; burying her face into his chest as if to hide herself. Encircling her petite frame within his arms, his hands delicately traced the intricate pattern on the back of her bra until he found the tiny clasp. Though Soul had made a reputation for himself at DWMA for being calm, cool, and collected, his fingers began to tremble helplessly with the garment, shaking in nervous anticipation.

"Damn't Maka", he chuckled under his breath, "how do you women deal with this pain in the ass?"

A light laugh escaped her at his struggles. With her heart racing louder in her ears, the thin straps slid down from Maka's shoulders. Feeling a rush of cool air against her newly exposed skin, Maka turned away slightly avoiding Souls eyes ashamed of her body.

"I'm sorry", she whispered fighting back the threatening tears. "I know they're not much but-"Any thoughts of disappointment were erased from her mind by Souls' hot kiss. Her body pressed against his their lips moving furiously in time, his left hand shifted to the small of her back to help support her. Slowly a nervous right hand glided over her smooth skin, tracing small circles up her arms, across her shoulders, over her collar bones, and pausing just slightly before his timid fingers reached her breast. Not wanting to make any sudden movements, Soul lightly brushed his fingers over the sensitive flesh sending a shock through Makas' body. Loving the way it felt she kissed him harder, pushing herself closer into his hand making a low moan escape the back of his throat. Taking her actions as a sign that she wanted more, Soul began to gently knead her breast in his hand; making slow, slightly circular motions, rubbing his thumb against her sensitive nipple as he did so. An unexpected wave of pleasure washed over Maka as a gasp escaped her lips breaking their kiss once more.

"Just tell me if I do anything wrong or something you don't like," Soul smirked.

"I don't think you'll have to worry much about that," she blushed. His smirk turning into a light smile, Soul kissed her lightly on the lips in return, then dipped his head down to her neck; making a trail of kisses down her throat and across her collar bones, to right above her neglected breast. Makas' heart beat started to quicken again as her eyes slowly closed in bliss. Seeing her reactions and loving the way he was making her feel, Soul continued to kiss her body, around her breast just to tease her playfully.

"Souul," Maka moaned, "please stop."

"Stop what?" he asked as he pulled away slightly. This was almost too much fun for him. Amused by her impatience, he brought his mouth down upon her breast as he continued to massage the other. Makas head tilted back slightly as Soul closed his mouth tighter around her breast, sucking lightly and teasing her nipple with his tongue; swirling around and flicking it to become erect. Her hands started to slide up his back and shoulders, tangling themselves within his silver locks; tugging him closer arching her back into him. Wanting to shift into a more comfortable position, Soul used the hand supporting his meister to guide and lean her back until her head was resting on the pillows behind her. With her weapon now lying on top of her, Maka could feel his growing erection more clearly. Curiously she started to grind her hips against his making him moan her name in pleasure the sound causing a heated coil begin to form in her lower belly. Moving against her, Soul slid his right hand off her breast and kissed his way across her chest, and took over with his mouth where his hand had left off, biting down and teasing the nipple enjoying the small noises that escaped her. Slowly Maka's fingers detangled themselves from Soul's hair, and slid down his body reaching the leather belt holding his jeans up. Lifting his hips to help, Maka's nervous hands fumbled with the buckle, then the button and zipper. Tugging down on the denim, Soul kicked his legs out of his pants and the landed on a heap with the rest of the discarded clothing. Re-positioning himself Soul had both of his legs on either side of Maka straddling her. Shifting upward he kissed her neck and whispered in her ear, "You know. It's not really fair that you still have more on than I do now is it?" then nipped at her ear sending a shiver down her spine. Starting at her neck, soul kissed a trail down the meisters' body, this time going past her breasts and made his way down her toned stomach reaching the waistband of her shorts. Suddenly becoming nervous once more, Maka could feel the pace of her breathing increase. Noticing the slight change in breath, Souls' signature smirk subconsciously returned to his face as he hooked his fingers up and over the band, sliding them down her long pale legs only to be cast aside with the others. Rough fingers glided just above the waistband of her panties and prominent hip bones making goose bumps appear in their path. Enjoying her reactions to the previous teasing, Soul began to kiss her body where his fingers traced, then shifted downward until he was in between her legs. She was already soaked with arousal, he could plainly see that, but he wanted to have a little more fun first. Tracing patterns around her smooth legs, he started kissing and nipping playfully at the inside of her thighs completely ignoring the place where she longed to be kissed the most. The mix of Makas' sweet scent and the taste of her skin were beginning to make Soul's head spin. Flicking out his tongue quickly licking an area of her leg close to the seam of her panties, Maka's hips subconsciously bucked in excitement. Smirking against her skin, Soul yelped as she smacked him on the head not so lightly. Pulling away from her body, Soul rubbed the sore spot on his head and said, "You know, that isn't a very good way to convince me to stop."

The truth was she didn't want him to stop. Every kiss, every movement, every touch made her feel so good, so alive. Her body was completely wired, sensitive, and alert to the attention he was giving her and she loved it. She loved it and wanted more, so much more form Soul. She wanted to be intimate with him not only on a physical, but also an emotional level that travels much, much deeper than simply meister and weapon. Maka opened her mouth, closed it, then opened it again, but no word seemed to come out.

"Exactly," Soul laughed as he reached up and placed his hand on her face stroking her cheek with his thumb. His smirk faded into a light smile and his dark crimson eyes softened. Soul loved Maka and he wanted to do anything and everything to show her.

Dipping his head down so she couldn't see him again, he began to kiss the inside of her thighs making her legs twitch with anticipation. Making his way up her body again, Soul planted a light kiss on her clothed womanhood openly acknowledging it for the first time. Hearing Maka whimper quietly, he moved on and met Makas' eager lips. Her hands finding his face they slid and braided themselves back into his hair. Kissing Maka hard, Soul opened her mouth with his own and gently slid his tongue against hers. With their tongues wrestling and playing with each other, it made it extremely hard for Maka to concentrate on anything but. His touch, scent, and taste filled her senses in unexplained ways, and she couldn't help but yearn for more. Without breaking the kiss, Maka let one hand slide down Souls body until she found his hand gripping her waist. Taking his hand in hers, she guided his fingers to the waistband of the underwear, tugging down slightly hoping she could get the message across. And she did. Pulling away and shifting his body so he was sitting up and straddling her once more, Maka lifted her bum off the bed to help Soul remove her last article of clothing. Keeping his eyes on her the whole time, he slid the garment down her body and threw it with the rest. Now it was his turn to feel embarrassed. Souls gaze shifted from her deep green eyes and ran down her body lingering on her newly exposed skin with captivation feeling his cheeks grow hot. Watching the color change in his face, Maka could feel more heat pooling between her legs. Curiously, Soul brushed his fingers against her, making her body jump. Intrigued by how sensitive she was, he leaned down and kissed Maka again this time roaming his finger through her slick folds making her moan into him. His fingers brushing ever so slightly over her clit, Maka broke the passionate kiss once more with a surprised gasp. Blushing furiously she hid her face in his neck to avoid his eyes. Laughing playfully at her, Soul began to tease the overly sensitive nub between his fingers and rubbing it with his thumb making her moan and gasp into his neck.

Finding her hot opening Soul slowly slid one finger inside her, the friction resulting in Maka moaning his name in pleasure. Pulling his finger out he inserted another this time with more force making her body buck involuntarily into his hand. With every repeated thrust, wave after wave of ecstasy washed over Maka clouding her thoughts as she subconsciously began to grind her hips against his hand. Soul used his other hand to tilt Maka's head up to look at him and kissed her hard on the lips. Gently biting on Maka's lower lip, a shiver shot through her settling in her lower belly where the heated coil continued to build up. Pumping his fingers in and out of her body it wound together tighter and tighter. Occasionally twisting and curling his fingers in unexpected ways within her moist walls Maka began to squirm beneath Soul as she gasped and moaned his name muffled by his lips.

He could feel her walls growing tighter and tighter around him with each thrust and knew her orgasm was about to hit, and hard. Slowing down his movements significantly, Makas breathing started to change in rapid confusion. Sliding his fingers over her soaked skin and circling her clit one more time, Soul could feel her body tense against his. Breathing heavily, Maka pulled away about to question his actions when she saw the look of painful lust in his eyes almost pleading with her. Taking her face in his hands, he sweetly kissed her on the nose then passionately on the lips. Blushing at his actions Maka kissed him back with the same eager force, gliding the tip of her tongue along his. Grinding her hips against his own she heard a deep moan escape the back of his throat. Feeling the his painfully hard erection against her naked sex, she shifted her body weight so she was on top of him; small shaking hands smoothed over his strong chest and toned arms to find his hands. Circling the rough and worn palms of his hands their fingers intertwined with each other with a loving squeeze, then detwined and found the waistband of his boxers. With a deep shaky breath Maka slowly tugged down on the elastic freeing his straining member, a quiet moan escaped his lips as the cool air touched his skin. Eyes growing slightly wider, Maka pulled his boxers over his toned legs and ankles, dropping them beside the bed never taking her eyes off him. Suddenly realizing that she was staring, she shifted her gaze to his her face growing hot in embarrassment. Regaining her composure the meister crawled back up Souls body making a trail of kisses up his chest and neck smiling at his content sigh. With one hand sliding down the side of his warm body, her small fingers wrapped themselves around his dick. Her smile turning into a smirk as the sigh turned into a surprised gasp, Maka brought her other hand to his cheek and forced their lips together in a frenzy of a kiss. Becoming a bit bolder, she began to move her hand up and down the smooth shaft enjoying the way his "cool" act immediately dropped as a whimper formed in his throat.

"Mhm Makaaa" he moaned as his hips jerked and twitched up into her hand. Loving his reactions and the way her name sounded coming from his heated lips, she moved her hand faster tightening her grip on him slightly. Weaving his fingers throughout her silky hair Soul tugged it gently as if seeking some sort of stability as his body started to tremble. Heating their passionate kiss, he pulled her head upward for his lips to make contact with the long column of her throat, nipping and sucking hard at her sweet skin knowing what the result would look like in the morning.

"Maka!" he gasped against her. "Maka wait FUCK I-" With his orgasm building up he found it harder and harder to breathe with every touch and contact she made with his hyper-sensitive body. Smirking at his efforts in communication, Maka intensified her assault on him wanting Soul to feel as good as she had. His body shaking furiously with his breathing finding it difficult to catch up with him, he felt himself start to become tense beneath her and knew what would soon happen; though he wasn't quite ready to come just yet.

Struggling to fight against his tense muscles, he detangled one hand from her long hair and quickly grabbed her by the wrist to unwrap her fingers from around his heated throbbing dick.

Looking back down at Soul her large green eyes were suddenly filled with concern, worried that she had mistaken his actions for pleasure when he really was in some sort of pain. "Did…did I do something wrong?" she asked him timidly.

Soul laughed as he continued pant trying to desperately catch his breath. Placing a large hand on the side of her face he smiled up at her. "Not at all! In fact," he chuckled, "you were actually doing something a little too right that I wasn't quite ready for."

Sudden realization dawned on her as she registered what he meant and he laughed again as he felt her face grow hot in a blush beneath his palm. Smiling Soul sweetly kissed her nose as crimson gazed deeply into green.

"I love you Maka," he whispered with a light peck on the lips, then buried his face within her strawberry scented hair his heart racing at his confession.

"I know," she sighed nuzzling her face in his neck ticking his face with her hair. Pulling away slightly, Maka looked up into his eyes swimming in so many unexplainable emotions he was feeling inside. One however in particular did not need explaining that she could feel deep within her very being and she knew it was true: love. Deep passionate crazy pure true love that was meant for her and only her. Placing a kiss on the strong line of his jaw, Soul felt her warm breath on his skin as she whispered, "I love you too Soul." She rolled closer to him wrapped her arms around his torso squeezing him tightly, "I love you so so much."

The springs squeaking under the shift of his weight, Soul re-positioned himself to be resting his head on her chest with his arm draped over her stomach listening to the rapid beating of her heart in his ear. Maka used a hand to slide its way up his spine making him shiver at her touch, and lazily played with the tangles of his thick silver locks. After simply lying there in each other's arms for a few minutes with nothing but the sounds of their breathing to fill the room, Maka found that she really wasn't quite ready for the night to end just yet as she felt the heat start in her lower belly once more and make its way south settling in between her legs. Concerned that she would disturb Soul in his comfortable position, Maka tried desperately to ease her need by squeezing her thighs together tightly; this much to her dismay backfired on her and with a whimper and only amplified her need into an almost painful ache. She wanted- no, she needed Soul to complete her emotionally and physically in every way, shape, and form possible.

Feeling her unusual movements against his still prominent erection mixed with the sound of her beautiful voice, with a gasp Soul's thoughts became scattered and his vision clouded. Soul loved the sound of her voice, how softly and sweetly it flowed into his memory like every other part of her. Whether it was during a harsh battle screaming with the thirst for Kishin blood, or quiet tender moments like now, he wanted to listen to her every moment of every day. If he could, he would pin point the exact notes on the piano that matched her voice and put it into a song, a lullaby to play back on the black and ivory keys again and again just for her. Just for them. Especially now he had a special hunger for the sound of her voice. He wanted to hear her every whimper and moan in increasing pleasure as she'd move against him; wanted to hear her say his name, scream his name as he would bring her closer and closer to the edge.

Shifting his body to become situated more naturally on top of Maka's with their faces level, Soul placed his right hand on the bed beside her shoulder and with his left he gently lifted her head closer to his kissing her first on the cheek, then on her nose, her forehead, and finally crushing his lips to hers in hot passion. Quickly picking up on his sudden change in mood, Maka tugged his hair arching her back to push her body closer to his with a heated moan. Moving his hand from her neck, Soul's hand slapped on the head board above Maka and pulled away slightly bracing his arm to hold him steady. Removing one hand from the silver tangled mess Maka let her hand slowly slide down the back of his neck, across his shoulder, and down the toned muscles of his scarred chest sending a shiver to run through his body making her suck in a breath from the sudden movements. Taking in a deep breath, Maka re-positioned their bodies so Soul's erection was nestled naturally between her slick folds and began to grind her hips against his once more making her head spin and her eyes slowly close in pleasure. Loving her reactions he moved his hips faster and more forceful against Maka watching as she tilted her head back further into the pillow with a gasp and he buried his face within her neck stifling a long moan from his throat. Reaching down in between their abdomens, Maka used a finger to rub and play with her already swollen clit making her body tremble and Soul bite down on her soft skin from her hand against his dick. She was so hot and soaking wet and between her trembling, her hand rubbing against both of them, and grinding against her, Soul wasn't sure how much long he could last.

"Maka I-" Soul gasped his breath being cut short by the sudden sparks that shot through his body. "Maka, I don't know how much longer I can-" taking in a shuddering breath, he shakily pushes himself upward to look at Maka. She slowly pried her eyes enough to look into Soul's; a deeper shade of crimson than normal, painfully pleading with her. Taking a deep breath, Maka removed her hand from in between them to make more room for Soul to slow his movements and help position himself over directly above her entrance. She suddenly became almost overwhelmed with nervous anticipation and it shone through in her eyes.

"Maka," Soul whispered sending a shiver down her spine. "Are you sure about this? You know we don't have to if you don't want to. We can stop before it goes too far."

Maka reached up and cupped Soul's face in her hand with a small smile. "I know," she said leaning forward and kissing him on the forehead. "But I'm not ready to."

Wrapping her arms around Soul's waist she slowly brought him closer and closer to her until he finally entered her body with a gasp. She was so hot and tight and he just wanted to slam his cock into her on the spot, but squeezing his eyes shut he somehow maintained his slow control. Whimpering quietly at the discomfort of her body adjusting to invite his, Maka pulled her arms tighter around him and pulled his face down to hers for a kiss; anything to help as a distraction. Feeling himself reach her barrier, after a second of hesitation Soul thrust himself farther into Maka taking the only thing left of her adolescence and she cried out in pain and he froze in place.

"I'm so sorry Maka!" Soul kissed his meister all over and buried his face in her shoulder hoping to somehow stop her pain. "Damn't Maka I'm sorry this is happening. I didn't want to hurt you!"

The weapon felt her quick heavy breathing begin to calm down a bit. "No Soul, please don't say that," she breathed. "Please don't ever say that. You sound like this is something you're going to regret in the morning. It's okay now. I'm okay now," she soothed him.

Looking up at Maka he could tell that she was being sincere. With a quick nod Soul slowly started to inch his way further inside of her until their hips met one another with no space in between. With a trembling breath Soul let his left arm fall from the head board and rest at Maka's head. Brushing the stray bangs from her eyes, Soul leaned close and kissed first her forehead, then her nose, and then slowly on the lips. After a few deep breaths, Maka's pain subsided into a mere discomfort and she fidgeted beneath him.

"Soul," she squeaked. Startled his eyes widened at her. "It's okay. You can move now." Her breath was started to become heavy from the feelings inside her. "Please."

Obeying his meisters wish, Soul began pulling himself out with then carefully pushing back in. The feeling of pure ecstasy was almost too much but he somehow manages to keep a slow steady pace gripping the sheets until his knuckles turned an off white for Maka's sake because he's a fucking gentleman.

"Soul!" Maka gasped. "F-faster! Please Oh mY-GOD" she choked out. Feeling the relief of her words Soul took no hesitation to quicken his movements, the speed of his thrusts being spurred on by her increasing moans of pleasure as she wrapped her legs around his waist locking her ankles together and pulling him in closer. Her nails scratching and digging into the smooth skin of his shoulders and back were silent words of encouragement and reassured him that she was getting just as much enjoyment out of this as he was.

"Maka I!" but Soul was cut off with a deep groan when he felt her slick heated walls tighten around him. Her thighs squeezed his hips as her body began to involuntarily shake and tremble around him and Soul knew she wasn't going to last much longer. And neither was he. Throwing her head back into the pillow and shutting her eyes Maka's moans increased in volume.

"God Damn't Maka!" Soul cursed as he buried his face into the crook of his neck. "Shit MaKA I-" and his vision clouded over. Soul couldn't recall exactly how he finished his statement; however he could recall splashes of multiple colors behind his eyes as Maka's body shuddered violently around him, nails faintly breaking skin, the tearing of fabric, and the distant screams and cries that sounded something like his name as they reached climax and wave after wave of their orgasm overwhelmed them.

Slowly the bliss faded away and they floated down softly from their mental and physical high and they were left alone with their tangled sheets, sweat soaked bodies, and empty lungs panting desperately for breath. Opening his eyes slowly Soul exhaustively rolled off of Maka's body making some sort of unrecognizable sound from his throat as he pulled out of her.

"For the sake of my dignity please don't ask what the hell that was," he sighed as he wrapped his arm around her waist and pulled her close resting his head on her chest. "Oh and uhh, sorry about the sheets," he apologized motioning to the tear in the bead spread where his fist had been desperately gripping it. They stayed like that for a bit; the two of them catching their breath their bodies cooling and basking in the afterglow of sex.

"You know I meant what I said right?" Soul finally broke the silence. "I do love you Maka. I always have and that's not going to change." His arms tightened around her body at his words as if he were afraid he would lose her.

"I know," she smiled playing with his hair. "And I love you." All fatigue suddenly faded away Maka shifted their weight so she was looking down upon him and gave him a long deep kiss while rolling on top of him.

"Maka, wh-what are you doing?" Soul asked into her lips.

"What does it look like silly?" she giggled placing her hands on his chest to help steady herself while she straddled his hips.

"What? No Maka we can't not again," Soul tried though he could quickly feel himself become aroused by her dominant actions. "Maka I'm tired, YOU'RE obviously tired and not thinking very clearly."

"Oh really?" she purred loving the surprised gasp she drew out of him as she ground on his hip. "Please Soul," scoffed. "You obviously don't know that it takes more than just a little bit of sex to wear me out."

"A little bit of sex huh? That's all it was? I'll make you regret saying that" Soul smirked sitting up. "How's this for a little bit of sex?"

Maka yelped as Soul laughed and tackled her down so he was on top again and pinned her arms on the pillow above her head. "Better prepare yourself love, because here comes round two."