Soul's eyes were wide open and trained on the ceiling.

Dear Death, what have I done?

That was the dominant question in his mind.

Currently, in his arms, lay the nineteen year old Maka Albarn fast asleep. Her even breaths blew over his bare chest and made him shiver. He sighed, letting his eyes drift to the peaceful face of his first... well everything.

First friend. First partner. First love.

First... First.

He pursed his lips.

No, he didn't regret it. He knew he didn't. He loved her, he was glad everything happened. He'd be happy to do it again... and again... and maybe again...

He bit back a groan as the memories resurfaced and made his cheeks heat and his eyes glaze over with lust.

He definitely didn't regret it.

He sighed as a draft blew in from the window in the corner of the room, effectively clearing his mind. The only thing he worried about now was... Did she regret it?

He knew she didn't trust easily, although she trusted him pretty easily in his opinion, and men were definitely not high up on her 'Trust List'.

He rubbed circles into her bare shoulder and she pressed into him, humming in pleasure. Soul smiled warmly.

He really, really loved her.

But they hadn't even been dating when... this happened. He didn't know how she felt, he was convinced this had all been a 'spur of the moment' kind of thing. He didn't know if it was hormone-induced on her part, if there was any emotion behind what happened in her perspective. She didn't seem like a one-night-stand kind of girl, but she had 'commit-o-phobe' written all over her past.

Soul heaved a sigh and let his sharp teeth scrape over his lip softly.

Even though it pained him, he knew he wouldn't blame her if she did take this as a relief of stress and nothing more. He was fine with her using him, if she didn't have feelings for him. He knew he had them for her, and that was about it.

But he first had to see if he survived the rejection.

He shifted slightly, his hand moving to her waist and pulling her a little closer. She hummed again and pressed her face against his collar, her hair tickling his skin. He closed his eyes, savoring the feel of her warm skin pressing against his in such an intimate way. He was almost certain that this was not going to happen again.

He froze. What if this affected their resonance negatively? His heartache could poison the connection and knowing Maka, she'd end the partnership before either of them got hurt.

His breath hitched, he didn't like the sour future his mind was playing for him. It wasn't cool at all.

He felt his partner shift and her breathing pattern change, letting him know she was awake. He closed his eyes, trying to feign sleep and hold off the dreaded conversation they were sure to have.

"Mmm... Soul?" Her voice was slightly raspy from grogginess and the excess use of it during their intimacy.

His body heat up a bit at the sound of her voice. She was practically begging him to pounce her, saying his name like that.

He clenched his left hand so she wouldn't see it. What was wrong with him? She wasn't trying to seduce him! She just said his name to see if he was awake.

She giggled and her voice went a little lower. "Soul, I know you're awake."

His eyes opened and widened at the adorably seductive smile she had on.

She was trying to seduce him!

She began tracing patterns on his chest and her expression went from one of absolute sexiness to absolute insecurity. "So..."

Soul took in a deep breath and scratched his head with his left hand, not wanting to let go of her just yet. "So..."

She let out a breathless laugh and looked down, her bangs falling into her face. "I guess we should talk."

Soul lifted his hand brushed away the hair from her face, wanting to see her eyes clearly. "I guess..."

Maka opened her mouth to begin and he flinched, bracing himself for her rejection. She closed her mouth and looked on at him in confusion, sticking out her lower lip and making him want to kiss her so much, it was unbearable.

He cleared his throat and steeled his mind. "Yeah, Maka?"

She puffed out her cheeks a bit, peeved that she couldn't read him like she could most people. "Why'd you flinch, Soul?"

She felt his fingers dig into her side a bit, but the pressure was relieved almost immediately. He slowly pulled his arm from her and scooted away from her a bit, leaving a very small space between him and her and forcing his shoulder to touch the very cold and uncomfortable wall. He much preferred Maka over the wall, but he knew what was coming and needed to distance himself.

"Soul?" Shit. He looked over at her and his heart dropped knowing that he read her tone right. She looked hurt. Her brows were pulled together and her pout replaced with a grim line. She snorted without humor and pulled the covers up, wrapping them around her. "I see."

He scooted towards her as she pulled herself to the edge of his bed. "What?"

She stood up and stumbled a bit, causing Soul to shoot forward and wrap his arms around her waist to steady her. She regained her balance then pushed his hands away, moving around the room to look for her clothes.

He stared at her in confusion. What was going on? Why was she acting like this? Weren't they supposed to talk?

"Maka. Maka, what's wrong?"

She pulled her underwear on slowly with a pained expression. Whether it was emotional or physical, he couldn't tell.

"Soul, don't worry about it. You don't even have to explain yourself, I get it," she said coldly.

He was utterly lost. He groaned, running a hand through his tangled white hair. "So not cool."

"Well I'm sorry if I wasn't experienced enough for you, Soul. Don't worry, I'm sure Blair's going to get home soon," she said, her voice cracking and making him wince.

He suddenly realized what was going on and smirked at his own stupidity. He grabbed her hands and she began buttoning up her shirt. "I'm sorry, Maka."

She closed her eyes and sighed. "Listen, Soul. I told you already, you don't have to explain yourself. I'm not holding anything against you, we can pretend this never-"

He kissed her. She froze, making alarms go off in his brain just before he felt the familiar pain of a hardcover slamming into his skull. He fell to the floor, cradling his aching head. "AGH, WHAT THE HELL, MAKA?!"

"What's wrong with you?!" she screeched, her cheeks red with anger.

"What's wrong with me?! What's wrong with you?!" Her mouth fell open and her arm raised again, but just before the book made impact he said, "I was trying to tell you I love you, and you gave me a concussion!"

Her arm fell to her side, the book falling from her hand to the floor. Her face was in a mask of shock. "Y-you...You what?"

He pouted at her in a very cool way, and continued rubbing his head. "I love you, Maka."

She bit her lip and looked down at the floor, fidgeting with her sleeves and ignoring the prominent redness that was flushing her cheeks. She certainly felt very stupid at the moment.

Soul found himself distracted from the dull throb in his head as he marveled at the color spreading across her face.

How could one woman be so fucking adorable?

He pushed himself up and off of the ground, sitting down on the bed again. "So..."

She looked up at him with wide eyes. "Well... I..."

Soul smiled sadly and nodded, scratching the back of his head. "Yeah... I kind of thought so..."

Maka tugged on her hair and pouted at him. "I... I do care about you Soul, I just... it's hard to... say the... word."

Soul looked at her with a puzzled expression. "You mean because of your dad?"

Maka shook her head and her hands fell limp. "It's no excuse. It's just... He's said that phrase so many fucking times, it's lost all meaning. Even gained a negative attribute in my mind."

Soul nodded in understanding and gained a hopeful glint in his crimson gaze. "Can I try to change that?"

Maka shrugged with a small smile. She felt guilty. Soul was able to open his heart right in front of her. She hit him and he still 'loved' her. He was being so amazing and... she was being her usual awkward, annoying self.

Soul stood up, taking a few slow steps towards her. "Well, that's cool. Maybe we can go about this the right way, this time."

"The right way?"

He smiled a little and nodded. "You know, buy you dinner first, and all that jazz."

She giggled and slapped his chest a little. "Okay, sure, why not? Better late than never, right?"

"Exactly." He leaned down and pressed his lips to hers, catching her off guard. She smiled into the kiss and rose her arms, wrapping them around his neck.

She pulled back for air and rose a brow. "You know, we can always save the right way for later."

Soul nodded eagerly. "Yeah, that works."

She pushed him back and he fell on the bed, eyes wide with surprise. She smiled seductively and bit her lip, starting to pull her underwear back down.

Dear Death, he loved this woman.

A/N: This is as close to smut as I ever think I'm going to get. I followed some previous advice and didn't force myself, just kind of tried to write. I'm rating this M because... I dunno, it still feels like 'M' material.

Lemme know if there's any OOCness, I tried to avoid it... Um... Well... Review!