Pairing: FemShep/Liara

Disclaimer: I own nothing

A/N: This is the result of being bored at work and looking through the ME kink meme for writing inspiration...the prompt was sleep sex...

Embalmer of the Still Midnight

Liara stirred from sleep. Listening to the quiet for a moment, she wondered what had pulled her from her deep slumber. A soft moan from the other side of the bed caught her attention. Quirking her eyebrows in concern, Liara turned to face Shepard. The human had shifted away from her sometime during their sleep. She was now on her back, the sheet tangled at her feet, fists tightly gripping the bed.

Perhaps she's having a nightmare, the asari thought as another soft moan escaped the human. Despite her worry, a tendril of desire curled low in Liara's abdomen as her eyes raked over the nude form of her lover. Shaking her head to clear her suddenly lascivious thoughts, the archeologist tried to focus on comforting her obviously agitated partner.

Placing her blue hand on the soft skin of Shepard's firm abdomen, Liara felt a visceral surge of want. Gasping at the erotic images that burned into her mind from, she could only assume (not that she was giving it much thought), the physical contact her fingers were making with the woman. Her hand, her whole self, felt like it had been set on fire. Swallowing thickly she thought, Not a nightmare, then. She licked her lips as her eyes made another, slower, sweep of Shepard's body, Definitely not a nightmare.

Dilated blue eyes took in the human's shallow breathing, the pulsing artery in a slender neck, the clenched fists, the slightly parted legs, the beads of sweat dotting Shepard's body, and the nipples tightened to almost painful hardness. Images of their previous couplings, and what she correctly guessed to be some of Shepard's fantasies, kept bombarding Liara's mind.

The asari's thumb stroked the skin underneath it. But other than that small movement, Liara did not proceed to do what she desperately wanted. Which was to wake Shepard and take her hard and fast. To satiate the need tensing every muscle in the human's body, as well as the quickly coiling need between her own thighs. The asari was unsure waking the soldier for physical release was wise, however. Shepard was getting so little sleep as it was, Liara did not want to wake her from a sleep filled with obviously good dreams instead of nightmares.

Tentatively deciding that she and Shepard could wait for release until the human woke up on her own, Liara took a deep breath to calm her racing heart and still her rising libido. That was her undoing. The smell of Shepard's arousal filled her senses. She groaned at the almost narcotic affect the scent had on her system.

"Liara," Shepard husked in her sleep, unconsciously reaching for the asari and pulling her to her body, possessively pressing the archeologist's naked body to her own. Liara was momentarily rendered motionless as a wave of unbridled desire swept over her from Shepard's psyche: hot, raw, needy. Trembling at the instant, intense flush of arousal that spiked through her in response, Liara's will snapped. What's the harm with a little playing? A smile spread across her lovely blue face, her eyes turned obsidian, I'll simply not wake her. Black eyes drank Shepard in, I love a challenge.

Liara gently melded their consciousness, meeting no resistance in Shepard's sleeping state. Her heart swelled with love at the trust Commander Shepard placed in her. She knew she had unlimited access, not only to the human's body but also her mind- the human's very self was voluntarily given over to her. Liara shuddered at the intimacy of knowing and being known so completely by a person.

The asari slipped through Shepard's unconscious mind, moving to the place that was most active. It was different being in Shepard's mind when the Commander did not actively participate in the meld (or, at least, the initial part of the meld). She could feel, knew instinctively, that the human knew she was present in her mind. Liara felt the familiar presence of the human around her, accepting her, wrapping her in love. The difference was, it was not absolute and precise like when the human was conscious. Everything around the asari seemed hazy, as if she was looking through an opaque glass.

As Liara reached the place of Shepard's dreams, all musings to anything other than what she was witnessing fled her mind. Displayed in much more than muted, static images was the catalyst to Shepard's excited state. The Commander's memory was replaying every sexual activity they had shared across the screen of her mind. The asari was voyeur of Shepard and herself. It was a tremendous turn on. The reel played at the speed of thought. Liara quickly lost track of time as she watched transfixed. The only thing that finally spurred her to action was the unbearable need that gripped her.

Moving to take the place of the memory of herself in Shepard's mind, Liara straddled the prone human and kissed her fiercely. "I love you," the asari said when she released Shepard's lips.

"And, I love you," the human rejoined before pulling Liara down into another kiss.

Pulling a portion of herself from the dreamscape in Shepard's mind, the asari pressed herself flush to the human physical body laying hot wet kisses along the Commander's sensitive neck. She noticed the physical stimulation was echoed in what Shepard was now dreaming. She consciously copied the movements she was making on the Commander's physical body to the ones she was making on her psyche.

The hand she had on the human's stomach moved up, her finger gently trailing patterns on the soldier's sternum before she moved to cup a breast. Her blue thumb and forefinger rubbing the hardened tip causing a moan to escape the human's mouth. Shepard automatically shifted closer to the asari, arching into Liara's touch.

Kissing her way down to the neglected breast, Liara marveled that Shepard was still asleep. Sucking the puckered bud into her mouth, the archeologist reveled in the sighs and moans escaping the Spectre. She alternated breasts, laving each with her tongue. Liara lost herself in bringing Shepard pleasure. She softly raked her teeth across the hard nubs and then soothed the nipple with broad strokes of her tongue. The soldier was in a heightened state of arousal, her constant moans and undulating hips telegraphing her need blatantly.

Keeping her mouth fused to Shepard's breasts, Liara slowly dragged her hand to the human's center, nails gently scraping the skin of the Commander's torso. The soldier's already shallow breathing hitched further as the asari's hand reached the top of her mound. Shepard shuddered, releasing a long, low moan as the blue hand finally reached its destination. The human instinctively opened her legs wider to better accommodate Liara's hand.

"So wet," the asari groaned. Her center clenching at Shepard's obvious readiness. Her breathing was ragged as she slid her fingers through the Commander's very wet folds. The human's hips bucked into the asari's hand as she rubbed the engorged clit at the top of the slit. Unable to keep Shepard (and herself) waiting any longer, Liara inserted her middle and ring fingers into the Spectre. Both groaned at the feeling of filling and being filled.

The blue hand moved slowly, plunging in and out of Shepard in long, deep strokes. Liara made sure the palm and heel of her hand stimulated the human's clit on every stroke. Knowing Shepard was already running high and it would not take much more for her (them) to reach orgasm, Liara increased the tempo of her thrusts. The Commander's hips met her hand in the now frantic rhythm.

Mind and body searing with the pleasure of impending release, Liara quickly lowered her mouth to Shepard's center. Enveloping the human's clit with her mouth, tongue swiping broadly across it and plunging her fingers deep into Shepard's velvety walls Liara felt their orgasm overtake them. The Commander arched, her whole body tensing, her walls clenching the asari's finger as she moaned her release. Liara moaned her orgasm into Shepard's center, her own body taut and center pulsing. Both their minds collectively exploding into a shower of color as their orgasm flowed through them.

Disentangling herself as gently as she could from Shepard, Liara dragged herself back up to the human's side (bringing the discarded sheet with her). Laying half on top of the Commander, she quickly covered them against the chill before falling into a very exhausted but sated sleep. Her mind fleetingly noting (and marveling) that Shepard had slept through the whole thing.

Liara awoke to Shepard raining butterfly kissing down on her face.

"Hey," Shepard said softly, her eyes bright as she looked down into sleepy blue eyes.

"Hey, yourself," Liara smiled. She leaned up, capturing the soldier's lips in a gentle kiss. "Did you sleep well?"

The asari smiled widely at the light blush that suddenly took over Shepard's features. The Commander cleared her throat, "It was definitely a good night." Eyes quickly darkening with desire locked onto blue, "Would you care for round 2?"