Disclaimer: I do not own the Powerpuff Girls or any of its associates.

Author's Notes: I forget how much I love this pairing until I reread the chapters or rewatch the inspired episode. Fairly heavy adult content this chapter.

/

His touch was lighting her skin on fire, it had to be to feel this hot. The sounds she was making didn't even feel like her as his mouth suckled and nibbled at her hard tips, her fingers tight in his hair and trying to withhold her strength, lest she end up giving Ace bald spots on accident. This had to be a dream, but none of the dreams she'd had of him since she was young were ever this amazing or this incredible.

"Please..." The words spilled past her lips and she barely had any idea what she was asking for, but Ace seemed to understand without any more elaboration.

"Give it a bit, okay? I don't wanna..." It seemed strange to think that he could hurt her, but despite that super strength and all her powers, she was still a newly opened woman, and for all his attitude and sharpness, Ace did know how to treat a lady. His fingers slid down her legs, pressing at her femininity and making her gasp.

"Just relax, it's okay..." He told her, trying to convince himself as well as his fingers pushed inside, making whimpers sneak out through her bitten lip. He could feel the barrier against his fingertips and knew with his nails, he could break it there and probably save her a good bit of pain later.

"You really want this, Buttercup?" He looked up into those big green eyes of hers, surprised to see the brash and brave girl looking nervous and unsure, but she pulled his mouth to hers again and nodded, moving her hips to impale herself on his fingers.

"Buttercup, wait!" He cried out, but judging by the sound she'd made, the combination of a hiss and a cry, his fingers had broken through her body and stripped her of her status as a medical virgin.

"I'm...okay..." She said, giving that smirk she wore from way back when, when she'd laugh at Ace socking Snake in the face, or when he would make her blush from a wink behind his glasses. It was that smirk that he always wanted to see, her smile. She was still moving against his hand and the warm tightness around his fingers made his body ache to have something else within her.

"Oh god, Buttercup..." He shuddered, thinking he could burst through those tattered jeans with how much he wanted her. His fingers withdrew from inside and the light blood on them transfixed him for a moment, his conscience making one last ditch effort and screaming in his brain that his fingers were now covered with the blood of an underaged girl. Buttercup could see it in him and shut it down quick, pulling him over her as the older gave a surprised yelp, finding himself face to face with her.

"Don't. Don't go back. Don't leave me like this..." She growled, but the look she gave wasn't angry, it was desperate and needful.

"Buttercup..." His clean hand stroked her cheek and even then, she scowled and turned away, trying to will the red from her cheeks. It was amazing that this girl, who was asking him inside so boldly, still blushed from something as chaste as a stroke to the face. She looked back at him, moving his jeans down with his boxers. It was more than obvious how much he wanted, especially as the clothes were shed. Her fingers on him bare made him hiss and his arms tremble, settling himself on his elbows over her.

The girl though, as bold as she was, was still inexperienced and Ace knew that her body wouldn't be ready right off for him. He brought his fingers to his mouth, wetting them with his saliva and slipping them between her lips, not inside, but to stroke her. A short gasp escaped her mouth.

"A-Ace, you don't have to..."

"Shhh. You're supposed ta be enjoyin' it too, ya know..." He replied softly, feeling her tender flesh moisten and flush under his touch. When his fingers were slickened by her natural need, they slipped within, careful of his nails and moving gently, letting her adjust to the intrusion. Buttercup struggled to keep herself quiet, a soreness within her, but being severliy overshadowed by the pleasure that Ace was giving her, unlike anything she'd ever experienced alone. Soon, it became too much for the teenager when his thumb made circles over her most sensitive spot, squeezing down on his fingers tight and making the older male pant just watching and feeling her.

"Ace..." She panted, her skin covered in a thin sheet of sweat. The rain outside was pounding down hard now.

"You got no idea how much I dreamt about this. No idea." He marveled, swallowing hard. Somewhere in the haze of his need and amazement, he thought of protection and reached into his discarded jeans, producing a condom. She watched as he rolled it down himself, gazing rather wantingly towards his manhood. "You sure, Buttercup?" He asked her one more time, looking down at the girl, her skin pink and body trembling.

He received his answer in her hands, moving him close to her by his hips and pulling him inside. It was warmer and tighter than he ever had dreamed and he found himself struggling to maintain control. His body remained still inside, feeling her hands move from his hips to around his neck, breathing heavy and soft in his ear.

"I love you..." He heard her whisper and his arms came about her, holding the smaller tight. She'd said words he'd hoped to hear all his life, but had given up a great deal of hope. His own body trembled, overwhelmed in the moment and by the heat and need in his body.

"I love you too..."

Soon, the heat between them would become too much and Ace would move and Buttercup would follow behind him. Their shudders, cries, moans and whimpers would intertwine in feelings, desire, and adoration, enough to leave them both calling one another's names as they reached their peak, as raw and powerful as the thunderstorm outside.

As lightning struck outside, the two would neglect to see the silhouetted figure looking through the window, watching every single movement they would make...