Ok guys, THIS is the part that's rated M, so continue reading at your own risk. It's rated M for adult themes and some mild language.

Disclaimer: I don't own Naruto. I wish I did, but I don't.

here you go, enjoy!

Shino's POV

We spent the rest of that afternoon tracking and observing insects

We spent the rest of that afternoon tracking and observing insects. I know Hinata wasn't as engrossed as I was, but she still helped find them using her Byukugan. However, I had to retrieve them, since she refused to reach into a thicket and pull out slimy, crawly 'creatures'.

I was outside with my sunglasses off for the first time since I was a child, and I found it incredibly freeing. Everything was easier to see, and I was able to find more bugs than I normally would have.

Around 2:12 pm, I noticed the decreasing number of bugs in the area and I went to find Hinata. Apparently, she was aware of it too.

"Yeah, i-it's weird," she told me, "about 10 minutes ago when I used my byukugan to scan the area, I noticed many of the insects headed in one general direction. S-should we follow them?"

I looked at her thoughtfully. "That sounds like the best thing to do. Maybe there's some secret place they're going."

Hinata nodded. "Okay then. Let's go."

We tracked different insects for the next hour or so, since we couldn't keep up with any single bug. We were following a horned beetle very closely when I heard Hinata suddenly gasp.

"What is it, Hinata-chan?"

She pointed down the hill in awe. "Shino-kun, look at that!"

I looked in that direction and my eyes widened in surprise.

So that was it…

Down in the deepest part of the forest was a gigantic tree of enormous girth. From atop the hill, we could see swarms of different insects making their ways down into the tree's generous hollow, which glowed with a faint, ethereal light.

"So are we going in there?" Hinata asked nervously.

I glanced over at her and saw that her smooth face was etched with slight worry.

"Only if you want to."

It took her a moment, but she nodded; much to my pleasure.

The little valley the tree was nesting in was mossy and covered with gnarled roots. Vines hung from branches like in a jungle, and we did not get to the tree without a handful of scratches here and there. When we walked into the hollow, the first thing I noticed was the insects never touched the ground, and instead gathered up at the ceiling and the higher parts of the wall. The second thing I noticed were the strange, multicolored flowers that laced the inner walls. Each petal was easily the size of my palm, and the flowers seemed to be full of blue and yellow pollen.

"Wow, look at those!" Hinata exclaimed.

She ran over to pluck one from the tree, but suddenly, two large, fuzzy moths claimed the one she was reaching for. She shrieked and jumped back. I smiled in amusement.

"I guess you'll have to pick a different one," I said. "Although, I don't know if it's safe to touch or smell those."

I set my backpack on the forest floor and sat down next to it.

"Well if the insects are all over them, they can't be that bad, can they?" Hinata asked.

I paused a moment before relenting to her logic. "I suppose. But let me smell it first."

Smiling, Hinata promptly went for another flower and snatched it before more bugs could land on it. She plopped down next to me, her boobs bouncing yet again, and she handed me the flower. I gingerly sniffed at it, my nose tingling oddly as I breathed in some of the pollen. I shrugged and handed it back to Hinata.

"It's safe."

She smiled and stuck her nose into the strange plant, inhaling deeply. She sneezed.

"Bless you."

"Thanks," she replied, sniffling. "It smells kind of funny. I wonder why the bugs are going crazy over it."

I shrugged and twitched my nose again. "Who knows? I suppose we'll find out soon."

I scratched my neck and looked back up at the insects that droned around the ceiling. Their seemed to be a swaying pattern to their movement, but it was too complex for me to discern with my eyes.

I scratched my neck again and ran four fingers through my hair, breathing out shakily. Was it me, or did it get really hot all of a sudden? I glanced over at Hinata and noticed how she was squeezing her thighs together and fiddling with her fingers awkwardly. She bit her lip. I shivered as my body suddenly felt feverish at the sight of her. The girl tucked some of her long hair behind an ear and scratched at her neck the way I had a moment ago. What the hell was wrong with me? I looked away, and in an effort to not let my gaze wander back, I focused on one of the bright, odd flowers, and my eyes widened in horror. Betwixt the flower's petals, two black beetles were mating frantically.

I felt a strange, mixed feeling of dread and excitement that sank and rose within me rapidly, causing my heart to pound. My face must have been red as a tomato, because I felt it suddenly flush with overwhelming heat. I also felt myself suddenly flush with heat somewhere else

I gulped nervously. Were Hinata and I going to end up like those two beetles? If possible, I blushed harder at the thought, and tried to force the images from my head. Hinata wouldn't do those kinds of things! Not Hinata. Besides, when I had become sexually attracted to girls, I had wanted to get laid, but that didn't mean I was ready yet. Especially in a situation like the one at hand!

Hinata let out a soft 'eep!' which only served to kindle the fire in my groin. I glanced over at her to see that she had one hand crammed between her knees and her face was beet red. Her body was trembling slightly all over and she refused to look at me, staring at the ground instead. For some reason she looked absolutely irresistible and it took all my willpower not to pounce on her and rip off all of her clothes at that very moment. I swallowed.

"Hinata-chan," I said huskily, "are you okay?"

She glanced over at me for one quick second. "Y-y-yeah. I'm fine."

We looked away from each other again. It was way to hot; my body felt like it was burning. I took off my jacket and set it next to me before settling back to my previous position. I watched Hinata silently from the corner of my eye. She hesitantly slid the hand that was stuck between her knees up higher, before stopping. My eyes widened and I felt my pants tighten painfully. I crossed my legs. She wouldn't - no. She wouldn't touch herself here?

I pretended that I hadn't been watching her. "You sure you're okay?" I asked again.

Hinata quickly pulled the hand from between her thighs and instead tugged at the grass by her feet.

"Y-yeah, I'm sure," she said nervously. "Um, Sh-shino-kun?"

Oh god, your voice…



I nodded stiffly before realization hit me. Hinata wanted to-

Oh my god.

She felt exactly the way I did. She felt just as, for lack of a better word, horny. With lust and need clouding my mind, I made a decision. I moved over to her.

"Hinata," I said sternly to get her attention.

She whipped her head around to look at me, shocked that I hadn't used a suffix. Her mouth was open slightly in surprise. I gently cupped her face before leaning down, and taking advantage of her parted lips, kissed her fully on the mouth. Hinata gasped in surprise and I traced my tongue along his lips before sticking it into her warn cavern. But then she moaned and pushed me back, so that we fell with her on top of me. Heat pulsed through my body and I groaned as her cleavage rubbed against my chest. I ran my hands down her back and gently squeezed her ass before running my hands up and down her inner thighs. She mewled as her thighs tightened in pleasure. I traced one hand up between them and made her squeak as I rubbed her womanhood through the thin pants. Hinata broke the kiss and buried her face in the crook of my neck, shuddering, moaning, and clutching at my shoulders as I slid my hand into her pants to finger her swollen clit. She was panting into my ear and giving me goose bumps all over. She pushed her hips down into my hand and accidentally brushed against my erection. I moaned loudly as white hot pleasure coursed through me. Eagerly, I pulled down her pants and let her kick them off, as well as the black, lacy panties she was wearing. I never even imagined that she'd wear such a thing, but it looked sexy on her.

I rolled over so I was on top and began kissing her feverishly. She tugged at the hem of my shirt and pulled it over my head, tossing it aside, while I did the same with her tank top. I froze at the sight of her breast springing out from under the clothing and couldn't resist the urge to fondle them. Hinata mewled embarrassedly as I circled my thumbs around her nipples, watching fascinated as they hardened and popped up. I took her right breast into my mouth and suckled on it.


I shuddered and flicked my tongue over the hardened nipple, messaging the other between my fingers. Once I was done with the right one, I moved on to the left, administering the same treatment that left Hinata shivering. I kissed my way down her tummy, briefly dipping my tongue into her belly button before placing my finger at her entrance and probing it. Her hips jerked at my touch.

"Hinata, you're so wet," I mused before continuing lower with my kisses. Hinata gasped when she realized what I was doing.

"Shino-kun, stop! Y-you don't have to-ahhh!"

She threw back her head and let out a cry of pleasure as I sucked gently on her clit. I swirled my tongue around it and groaned, thoroughly enjoying her musky, female taste. She was writhing so much, I had to use my hand to hold one of her legs still while I sank my finger into her passage. Hinata gasped and arched her back before going completely limp as I began thrusting my finger in and out. Her smooth thighs squeezed the sides of my face as I pleasured her. Her inner walls were so tight and hot around my finger that I couldn't wait to be inside of her.

"Mmm, ahhhh Sh-shino!" Suddenly she let a cry and convulsed as she finally came.

I pulled my finger out of her and leaned up to kiss her neck. Hinata was panting and tracing her hands along my shoulders. I pulled back and rested our foreheads together so I was looking into her eyes.

"Are you sure you want to do this?" I asked."

She nodded. She blushed and looked to the side. "D-do you have a condom?"

I smirked, "Surprisingly, yes."

I reached over to get it out of my backpack while Hinata unzipped and pulled down my pants. I gasped and nearly fainted when I felt a soft, moist hand stroking my neglected need.

"H-hinata! S-stop, I can't take it!" I said, trembling.

She bit her lip and took the wrapped from me, tearing it with her shaking hands. She slipped the condom on me and I positioned myself at her entrance. As we kissed passionately, I slowly thrust into her up to the hilt.

Oh god…

I sucked in a sharp breath and moaned aloud, burying my face into her neck which was covered in a thin layer of sweat. The heat and tightness were driving me crazy. It was too much to handle, I couldn't take it!

"Hinata," I said breathlessly, "Hinata, am I hurting you?"

I could feel the beautiful girl tremor beneath me.

"N-no, move."

I pulled out agonizingly slowly, her tight muscle caressing every inch of me, before thrusting back in.

"SH-SHINO!" she cried, wrapping her legs around my waist.

I started thrusting steadily and built up a pace, Hinata's moans, gasps, and squeaks only bringing me closer to the edge. It wasn't long before the thrusts became frantic. The corners of our lips brushed together, and I didn't hesitate to swivel my head and stick my tongue into her mouth. Her breasts rubbed against my torso, and I reached down to fondle one of them, making her mewl in pleasure. Suddenly Hinata broke the kiss and cried out, convulsing around me. She dug her nails into my back as I groaned and thrust in hard, finally coming.

"Ahh Hinata! I love you!" I screamed.

We shook as our orgasms washed over us and then I slumped on top of her. I curled and flexed my toes as a tingly feeling ran through them. Nothing in my life had ever felt so good. It was like heaven. Once our heavy breathing slowed a few minutes later, I pulled out and rolled over to the side. Without thinking I grabbed my discarded jacket and pulled it over the both of us. Hinata curled up at my chest and smiled briefly before closing her eyes. A moment later, feeling satisfied for the first time in my life, I fell asleep and joined her.

Damn, I was glad I asked her on the trip.

Whew! I've been working on this for the past week, but I had quite a bit of homework, so I couldn't dedicate myself to it completely for a while, but it's done! Yay! There might be more to the story, since I'm not sure if I want to end it here; I have a couple vague ideas for this left. So tell me what you think and REVIEW!!