Title: Five Times Marshall Takes Lily's Bra Off (and one time he didn't)
Author: CarolineShea
Disclaimer: I don't own! Please don't sue!

Pairing: Marshall/Lily
Word Count: 3,280
Rating: Rated R for language and because Marshall and Lily are frisky!
Spoilers: Through 2.07 - Swarley
Summary: Title is fairly self-explanatory
A/N: First foray into HIMYM fandom. This was originally written as a challenge for EveryFandomFest and my prompt was "Lily, Bras," - so this is what I came up with and I really, really hope y'all like it!

Five Times Marshall Takes Lily's Bra Off (and one time he didn't)

I – The first time

Marshall Eriksen is ready, man. Ready! He's been practicing with a pillow for, like, two weeks straight, and there is no way he is going to screw this one up.

You just reach both hands around, feel for the clasps (usually two or three), steady the material with your left hand, take your right hand and pull the clasp away from you to the left - and it should come undone no problem.

Now of course, it's different in theory than it is in actuality. When the time comes, under the soft light (actually his desk lamp that he'd thrown a T-shirt over to mask as a makeshift dimmer) in the empty dorm room, there are all these pressures he hadn't thought of. There's the pressure of Lily – not just Lily, but Lily with her shirt and pants off and she's giving him these wicked little smiles and he's sort of trying to look at her face because he thinks it's more polite but actually her face and her nearly-nude form seem to be affecting him pretty much similarly and, um, did he mention that Lily has her shirt and pants off? Well, yeah, they're off – and at this point it's all he can do to remember his own name, for Christ's sake. Not to mention, the unbelievable pressure in his pants that's about to do him in.

He thinks maybe she understands that he's close to hyperventilating, because she smoothes the smirk off her face and gives him a soft, trusting smile. It calms him instantly – enough so that he can remember the steps of the maneuvers he's been practicing. So he reaches in to hug her (boobs touching his chest, boobs touching his chest, oh god oh god oh god….) and softly skims her back with his hands, rubbing and trying to feel his way until he gets to… nothing.

Nothing. Seriously – there's nothing back there. He's feeling, fumbling, running his hands above and under the back strap and (dammit!) he's hyperventilating again. He closes his eyes, breathes in and out slowly, trying to steady his nerves and feels a tentative pressure on his right shoulder.

"Looking for this?"

He pulls himself up from her embrace and follows the movements of her hand down to…oh. Oooh. She is coyly pulling on the tiny red bow on the front of her black bra. And lo and behold, he can see it – even in the dim light. Under the bow is a bra clasp.

If Marshall's life were a sitcom, this would certainly cue the laugh track. The bumbling idiot, determined to impress and failing and the beautiful girl, trying her best both not to laugh and to seem supportive. He just doesn't understand why these things always seem to happen to HIM.

Lily keeps her voice light. "I thought it would be easier if I wore one that clasped in the front."

"Uh…a-ah (his voice squeaks here but Lily's facial expression betrays no sign of amusement) actually," he manages to get out. "I'm not sure how," and he nods to indicate the clasp "this guy works."

She reaches for his hands and entwines them with hers, bringing them down into the valley between her breasts. "Do you want me to show you?"

He exhales slowly. "I want you to show me everything."

He's pretty sure he sounds like an asshole, but au contraire, Lily's beautiful lips are curving in a sweet smile and she is showing his hands what to do – how to move – and his hands fumble slightly but then he feels the clasp open and he is lost in her, drinking in the sight of her, and when he presses his bare chest to hers, it feels so incredible that he opens his mouth to say something, but she claims his mouth with her lips and his reply is lost, as is – for the moment – all manner of conscious thought.

II – That time freshman year on the Friday after mid-terms

Their relationship is still new, but Marshall is sure that even if things do not work out as he hopes, he will never want another woman this badly. Lily is sweet, sassy, hot, hilarious – she is all of these things all at once and she is wildly adventurous both in and out of bed.

They both have strong sexual appetites – hers may actually be stronger, if that's possible? – and on one particular Friday (one on which he is even hornier than usual) : IT happens.

They have both been cramming for mid-terms all week and have only managed to squeeze in a quickie Tuesday night in Marshall's dorm ("What are you guys doi- Are you serious? Guys, I'm still"- "Sorry, Ted, Mama needs her sugar.") But now Lily's dorm is empty and they are finally, mercifully alone and mid-terms are done and she is his, his, his.

She is straddling him, still partially clothed, and rubbing her crotch against his. In his eagerness, his hands fly to the front of her bra, forcefully undo the clasp much quicker than he ever thought possible, and throw the bra off the side of her bed.

He grasps her newly-freed breasts, cupping them, rolling her nipples between his fingers, and he tilts his head up to kiss them. During all of this he has not looked up once and so he has not noticed her facial expression, but he does hear the unmistakable shock in her voice when she wails:

"Marshall! What the hell did you just do?!"

He looks up at her face, which has an expression on it that makes him think he just killed her favorite pet.

"I – I was just…"

"Marshall Eriksen, that was a designer bra! Do you know how much I spent on that?"

He blushes. "Sorry, you're right. I shouldn't have thrown it. If you'll just, uh…" he groans as he tries to shift his pelvis, his erection brushing against her lace panties, "…move, I'll go get it and" –


Marshall stares at her. "No, I unclasped it."



Cue laugh track, he thinks. Oh, my wacky sitcom life.

She is annoyed enough to half-heartedly sulk at him the next day, but she is not annoyed enough to stop him from having sex with her so it is actually okay. In fact, in the moments following, he can't help but think that she is a little turned on from his display of passion – a fact which is confirmed when he hears her talking to one of her friends on the phone a few days later:

"Oh, my God, Lil – he so did not!"

"He DID! I swear!"

"He ripped it off you?"

"No, no – he ripped the bra itself! And threw it across the room."

What Marshall can only hope is a stunned silence follows.

Then: "Lily Aldrin, that is the sexiest damn thing I've ever, ever heard. Color me totally jealous."

Marshall grins: Yeah, baby!

III – That time at the kiddie park on the ferris wheel

Yeah, he can't talk about that. No, seriously. They thankfully settled out of court and as per the terms of the agreement, he is legally prevented from talking about it. All he'll tell Barney is - it was awesome.

IV – That (one and only) time he went clothes shopping with her

"Lily, I'm like … a-hundred-and-fifty percent sure we shouldn't be doing this."

Marshall is looking apprehensively around at the inside of the dressing room she has dragged him into. She is wearing an incredibly sexy black bra from the store and her own panties, midnight-blue satin trimmed in delicate lace. The bra lifts her breasts up and smooshes them together very enticingly, making them look much larger than they are.

She grins at him, catlike, and twines her arms around his neck. "Come on, baby," she coos, "don't you wanna be bad with me?"

Yes, in fact, Marshall does want to, but the ink's just dried on the Kiddie Funland settlement and he's really not sure that they want to anger a national retail chain.

She senses his hesitation. "Don't be such a wimp," she says with a little laugh. "Hey, they do this stuff on TV all the time, Marshall. In sitcoms and stuff."

"Yeah, and they get caught, Lil. That would be the situation part of a situation comedy. 'Cause see, otherwise there would be no"-

She shuts him up with her mouth. With her mouth that is not, per se, on his mouth.

And Marshall can really only be pushed so far. With a groan he surrenders, reaches down, and cups her ass in his hands, lifting her lithe form up so that she can wrap her legs around his hips. All at once they are kissing like there is no tomorrow and suddenly he is thinking that as sexy as the bra is he would much rather take it off. And then a number of things happen very fast.

First, he sets her down on the ground and begins biting and sucking the skin above her shoulders and above her breasts, placing rough, nipping kisses all around the edge of the bra. He does not do this often, does not generally get aggressive, but the thrill of this is driving him wild right now and from the little whimpers and breathy gasps that Lily is trying to stifle, it sounds like it is driving her wild as well.

Second, he reaches his hands behind her and unclasps her bra quickly and correctly. (He has had many years of practice and he has, in fact, gotten pretty good at this.)

Thirdly, the door of the changing room opens abruptly and a store associate – male, gay-or-at-least-metro dude in his mid-thirties stares at them in utter shock.

Marshall – standing there, holding the bra (price-tag still attached) in his hand.

Lily - standing there, face flushed, naked but for her midnight-blue lacy panties and black high heels, with red love-bites – welts, really – raised on her chest and shoulders.

"What," hisses the man (okay, yeah, dude's definitely gay) "is going on in here?"

Marshall feels like he's about to be sick. He is just about ready to get down on his knees (actually considering the guy's sexuality maybe that would work) or to offer bribing the guy when:

Sob – hic – sob. Hic. Hic. Sob.

Marshall glances in alarm at Lily who is crying – and not the way she normally cries. When Lily is truly scared or sad enough to cry (which is not even a tenth of how often Marshall cries), she just bites her lip, lets the tears flow silently down her pale face, and breaks his heart. This is …well, he's pretty sure it's faked but to be honest she's doing a bang-up job. You'd really never know.

So what is she…?

"I think I may need a doctor…" she says, sounding like she's nearing hysterics. "That – that bra – I think I must – hic – be allergic to the material. It made me break out in hives," and here she indicates the raised, red marks on her skin. "And then I started panicking, I thought I was going into anaphylactic shock. I was so scared… I cried out for my boyfriend, Marshall. He managed to calm me down and get it off me, but I still just feel so… hic… oh, it was so horrible…" she wails, burying her face in her hands, breasts heaving as she breathes in and out deeply.

The man's demeanor changes instantly. "Oh, my God, honey," he says, eyes practically welling up in sympathy. "I am so, so sorry, sweetie," he says (with a very prominent sibilant 'S.') She grabs her shirt and holds it pitifully against her chest and he spends the next ten minutes apologizing and offering to hail them a taxi.

They leave the store with a $250.00 gift certificate and a year's free catalog subscription.

Marshall has never, never loved his girlfriend more.

V – This one time at band camp

Yeah, he probably shouldn't talk about that one either. To clarify, they weren't actually participating in the band camp, they were visiting her cousin Michelle (who looks so much like Lily, the resemblance is uncanny). And it wasn't actually her bra, it was her bikini top. Suffice it to say it involved a group of camp counselors, a lot of alcohol, a Rated-X version of Spin the Bottle, the inappropriate insertion of a xylophone mallet, and a tasteless joke involving "bongos."

During the festivities, Lily turns to him, and heaves a sigh of contentment.

"Wouldn't this be, like, the perfect setting for a movie? Some awesome indie flick about the exploration of self through sexuality and music?" she asks.

"More like a porno," giggles Michelle.

"Teen summer blockbuster!" shouts Michelle's boyfriend, Jim.

Marshall is gazing at Lily, her hair flickering red and gold in the glow of the campfire. She is laughing at a joke, head thrown back, eyes alight with mirth.

Love story, he thinks. Love story.

VI – One time he didn't (set during Episode 2.07 "Swarley")

The sights and sounds and smells of New York City surround Lily Aldrin, but she isn't taking any of it in. She can only sit there on the steps – hurting, embarrassed, tightness in her throat, tears streaming – and let it all out. She wills him to understand how sorry – how unbelievably sorry - she is. About everything.

Sorry that she had run from his love. Sorry that she had left him to cancel the wedding and deal with their relationship fallout. Sorry that she hadn't contacted him for three months. And unbearably, unspeakably sorry that she had had the gall to ask him, after having put him through all of this, if he would take her back as though nothing had happened.

She was not, however, sorry that she had followed him on his date. The instinct to protect him, to be a part of his life, was too strong. She wished she could say she was sorry, but she wasn't. She was only embarrassed to have been caught.

The things they have been saying to each other are crazy, mindless things. She is half-saying them simply so that he will not go back to his date, back to this horribly, unfairly pretty girl. But she is giving up. She is too upset, too defeated, too sorry.

She hears her voice, as if floating from somewhere far, far away. "Shouldn't you be going upstairs?"

Marshall is sitting next to her on the stairs outside, aware of her tears, but looking anywhere but at her. His shoulders are tensed, as if he is readying himself for a fight. He breathes in sharply, shakes his head once, twice, and chokes out the last thing she would expect him to say in this situation:

"I missed you so much."

The tightness in her throat expands painfully and before she can draw breath again his arms are around her and he is pulling her into an explosive kiss. She chokes back a sob and just concentrates on the feel of him (Marshall, oh my God, Marshall…), the feel of his skin against hers and the steady beat of his heart.

They embrace for what feels like hours, dead to the world outside, and then he pulls her to her feet, arms still around her.

Later she will vaguely remember crying with Marshall on the steps, having a drink with Marshall, Ted, and Barney, and discovering that Chloe was crazier than anyone could ever have imagined – but none of this is what matters.

What matters is what happens afterward. What matters is how, as soon as crazy Chloe has gone, Marshall grabs Lily and kisses her fiercely. What matters is how he pushes her almost roughly to the floor of their wrecked apartment. They are lying amid overturned cushions, strewn books and CDs, newspapers, flatware, pictures – it is all here on the floor, and so are they. The apartment mirrors the chaos of the last six months, and even now, the circumstances mirror the pain they have undergone. There are sharp edges biting into her back, her right arm is bent at an awkward angle, and the weight of Marshall on top of her is heavy without a mattress to cushion her. These things seem distant and unimportant, however, when compared to the reality of having been apart from him for over six months. Six long, lonely months filled with lonely nights. She kicks off her shoes and thinks never, ever again.

She pushes Marshall gently off of her, sits up, and pulls off her pants and underwear. She straddles her lover, leans down, and kisses him. She feels him nod his agreement, and her lips quirk upward into one of her infamously wicked grins.

"Mmm…" she purrs. "Mama's missed her sugar."

She grinds her hips against his crotch and is rewarded with a low groan.

Marshall pulls at the hem of her shirt and, emboldened, she tugs it off.

He lifts his hands up slowly toward her bra clasp and she feels them pressed against her for several moments. She initially thinks that his hands are fumbling, and she is pleased that he is out of practice – it means that he has not done this with anyone else in her absence – and then with a sick sense of dismay, she realizes the truth:

His hands are shaking. Shaking. In fact, so are his shoulders, and his breathing is uneven.

He is still trying to undo the clasp.

"Marshall?" she asks him softly, unbearably sad all of a sudden.

"Lily," he says, his voice choking with emotion. "I don't think I can… I can't seem to get it…"

She lowers his hands with her own.

"It doesn't matter, Marshall." Her words are careful, tender. "Just leave it."

They make love this way, with Lily on top. Marshall reaches up and pulls her down to him, burying his face in her hair, his tears brushing against her cheeks and mingling with her own.

"Lily…" he chokes out. "I thought we'd" - he gasps - "never do this again and I thought I'd never get to tell you how much I love you, and"-

"I'm here, baby," she whispers. "I'm not leaving. I'm here."

She rides him, slowly raising and lowering herself onto him, setting every nerve ending in her on fire.

And she is glad, in this moment, that their life is not a sitcom or a movie. She is glad that - although her life is overwhelmingly joyful - she and Marshall can understand pain, can experience loss, have known sadness.

Their life is richer for it. Their love is deeper for it.

She is moving more swiftly now, his hands reaching out to grasp her hips and help her. Her last coherent thought before she tightens around him and releases all the tension inside her is that - although the last few months of her life have felt dreamlike in so many ways – his hands are there on her hips, there is a sheen of sweat covering them both, there are tears clinging to his lashes and oh, - she arches her back - this is real this is real thisisreal