Hi, guys! This is my first smut. Well.. lies, this is actually my second. I would like some feedback on it. Portal and the characters don't obviously belong to me, they belong to Valve. Rated M for smut.

It wasn't supposed to happen the way it did, but upon reflection, it really couldn't have been any better.

"You know what I'm going to do, Chell?" He growled gently, claiming the girls lips in a rough kiss. Chell kissed back without hesitation, holding onto his shoulders. He toppled them over on the old, worn-out mattress in the den, climbing ontop of her and slipping his hands up the back of her gray Aperture-brand shirt.

He unhooked the bra and threw the offending under-garment to the side, stroking the irritated skin on her back with the pads of his fingers. Chell let out a small, contented breath, her cheeks flushing slightly at the contact. He breaks the kiss and grins at her.

"I'll tell you, luv." He leaned down, his breath tickling her ear, "I'm going to fuck you. Right into this mattress. And you know what else?" Chell shivered as he dragged his tongue along her earlobe teasingly.

"You're going to love it. Every. Single. Minute." Wheatley purred, a smug look settling on his features as he felt Chell tremble underneath him.

The confident Briton peeled the tank-top off of the former test subject, kissing her scarred chest gently. He trailed kisses down towards her breast, licking and suckling away. He loved listening to the little gasps and whimpers Chell would give him, it told him that he was good at something; pleasing his woman.

He pulled away, despite Chell's weak little sound of protest, and smirked at her. "Oh, did you enjoy that?" He murmured, reaching over too stroke her cheek in mock pity. It always was fun to tease the brunette.

Wheatley tugged the orange jumpsuit off of the flushed girl, pushing it down her knees and throwing it away, he began to knead her through her underwear, smiling when she bucks her hips.

She wanted more and Wheatley was aware of it.

He pulled down the blue panties, discarding them somewhere behind him. They didn't know where it landed, nor did they care. The lanky man bent down and kissed her chin gently, stroking his index finger across her labia. "W-Whea-" He kissed her roughly, brushing his tongue along her bottom lip. She moaned, quivering against him as he slipped his tongue into her mouth. He pushed his finger in between her folds.

"You. Are. Dripping," He murmured, spreading her juices around before inserting his index finger into her, watching as she arched her back. "N-Nnngh!" She groaned, her eyes closing tight. Wheatley laughed quietly, happy at her reaction.

"Good girl, very good girl.." He murmured, pushing up his finger up to the knuckle. "W-Whea-Wheatley.." Chell whimpered, her head lulling to the side as his middle finger slid easily into her. He began to thrust the two digits inside of her, listening to her cries.

Wheatley knew that fingers wouldn't be enough, that she'd want more. He wanted Chell to beg for it, to beg for him. He pushed in deeper, trying to find the bundle of nerves that would send Chell crazy. When she yelped loudly, he knew he found them. Deciding to be a tease, he curled his fingers slightly, brushing against the spot he'd need.

"That's not enough, is it?" He breathed, "You want more right?" All Chell could do was nod, speaking was way beyond her ability at this point. "You want me deep inside of you, making you feel this-this surge of emotion. You want me to make you scream out of euphoric pleasure," He could feel her trembling again, her walls clenching around his fingers. "All that can happen. Just do me a favour and say my name.. just beg,"

"Wh-Wheatley..- a-ah..! Pl-please! Pleasepleaseplease!" She gasped sharply, her toes curling as Wheatley pulled his fingers out, wiping them on the mattress.

He unbuttoned his trousers, kicking out of them. He stroked her thighs lazily, slinging her legs over his shoulder. "Are you ready, luv?" He asked gently. Chell nodded quickly and he pushed the head of his cock into her entrance. They both groaned as Wheatley pushed on slowly, making sure he didn't hurt Chell.

"You know, luv, I'm waiting for you tell me when to-" Chell cut him off with a simple command, "Move." Happy to oblige, he began to thrust slowly, gradually getting faster and harder. By the sounds Chell was making, he was obviously doing a very, very good job.

"B-Bloody hell..." He moaned quietly, nuzzling her neck. "That feels.. you feel bloody tremendous.." Chell began to meet his thrusts, her nails dug into his back making Wheatley hiss. "C-Chell..."

Wheatley, who was beginning to get close, angled himself, trying to find the 'special' spot as he calls it. When he got a delicious yelp made from Chell, he gripped onto her hipbone and thrusted harder, faster.

"Luv, Chell, a-aah. I'm so bloody close right now.." He moaned loudly, heat taking over them. One more thrust was enough for Chell, white exploded from under her eye lids as she came, her walls clenching around Wheatley's length. He bit down on her shoulder as he exploded inside of her.

When they were done, Wheatley fell next to her and held her close, keeping her warm. "Chell, that was... That-that was amazing." Amazing wasn't even close to what he was thinking the experience felt like, but he wasn't sure what else he could say. There simply wasn't any other word to describe it.

He pulled her even closer and fell asleep, not before murmuring, "Goodnight, luv.."

It wasn't supposed to happen the way it did, but upon reflection, it really couldn't have been any better.