Author Notes: Woo. My first fanfic in a while. I guess that's what happens when your life is drained from school. shakes fist I've recently gotten dangerously obsessed with Code Geass and of course Lelouch/Kallen. I decided to write this one because there aren't a lot of fics for Lelouch/Kallen (sadly)... so I thought I'd help out. ...I also might rename the title and/or the summary... because it's kind of bothering me too -.-

Warnings: Unbeta-ed work. So it's subject to grammatical and potential spelling errors. Especially since my writing is a little rusty. As much as I tried to make Kallen and Lelouch in character, they are sadly... not. :D So OOC warnings. This fic is also rated M for a reason. I don't write a lot of lemons.. and if you make it through to the end of the fic, you'll see why. Click away while you have the chance.

Fic Start/Finish Dates: 052208/053008

Physical Activity 101

...

"You aren't qualified to be Zero."

He raised an eyebrow at the crimson-haired girl in front of him. She was clad in a dark-brown cloak that hid most of her body. Her hands were politely behind her back as she bluntly spoke.

Amused, he brought his chin to rest on his fist, "...And why is that?"

"You lack the physical capabilities that all leaders should have. Brawns aren't everything... but you're just ridiculous."

Lelouch frowned at this. He didn't think he was that bad. Tiring out after two moderately steep flights of stairs was perfectly normal, he thought. Although... He was contemplating at improving his stamina after being outran by almost everyone in the Student Council at the (re-)welcome party for Suzaku. Now that was embarrassing.

"I could outrun you and overpower you at any time. I can't follow you knowing that all I have to do is just push you and you'll fall down easily... and then I'll have to apologize profusely -- even though I shouldn't have to – because, as a leader, you should be at least a little fit."

"I don't think you should talk t--"

"But don't worry about it. We can fix that. I'll train you."

"...What?"

It was a sweet smile. The sweet kind of smile that Lelouch immediately saw through from being around Kallen long enough.

Because undeniably, past that smile of hers, was a completely formed smirk.

"You can't refuse. Or else..." Kallen took off the cloak she was wearing and smirked at Lelouch's rarely seen shocked expression. She was wearing his Zero disguise.

It wasn't all that difficult obtaining it. All she had to do was point out to C.C. that a man worthy of Geass should be at least somewhat physically built. To her delight, C.C. agreed wholeheartedly and within seconds she was in the disguise of the leader of the Order of the Black Knights.

"Damn... It was C.C. wasn't it?"

"It isn't our fault that you're such a weakling. Today... we're gonna train your body.. instead of that brain of yours."

"Say what you will. You're still not making me--"

"Okay. I won't make you..." She brought her previously hidden hands into Lelouch's view and grinned as he shot up from his chair. She put on Zero's mask and continued, "But you're not getting any of this back until you agree to it."

"Kallen! You--"

"So that's how it is. If you want your costume back, you'll have to catch me!" she called out as she bolted out the door.

"...Bitch," he muttered as the door shut on her way out.

.

.

Satisfied with her current position, Kallen took off Zero's mask and held it under her arm. She undid the inner button of the cape, allowing the fabric to slide from her shoulders to the floor. The storage room was very dimly lit and mostly empty. It was used to store extra Order of the Black Knights uniforms. She felt childish, hiding in a dark room, waiting for Lelouch to come in so she could show him how pathetic his current state was. It was for his own good anyways.

"That slowpoke... how is he going to take over the world if he can't even run 10 feet without stopping?"

She gasped when long arms wrapped around her waist suddenly and knocked the mask to the floor. She half-expected for him to outsmart her... but in such a manner...

"Guess I don't need much physical endurance after all," he spoke into her ear, tightening his grip on her.

Her face flushed in a pale red hue. She couldn't tell if the cause was his close proximity or if it was from running around wearing his tight, oversized outfit.

"You know, you don't look half bad in that. Maybe I should have you wear it again and run around to entertain me on another occasion."

"Bastard! How—" she stopped when she was abruptly turned around to face him. She did not like how his face was still close to her. In fact, she could have sworn his face was even closer now than before.

"How I knew or how I got here first doesn't matter. You're caught. I'll be taking back my outfit now."

Completely stunned by his warm breath on her face, she froze in place. His words seem to traverse past her ears. The masked 'hero' smirked and decided to get her attention in his own way. He undid the upper button of her top, allowing the front flap to expose flushed porcelain skin. He bit his lip down to suppress an animalistic groan at the sight of her. Okay. Now that-- he wasn't expecting.

Once the cold air tickled her upper sensitive area, she immediately jumped back from him, holding the flap up. "What the hell do you think you're doing?"

At a rare loss of words, Lelouch tried to speak but ended up waving his arms around silently.

Half-amused at witnessing, for the second time that day, his lack of poise in these matters she spoke, "You know... you should stop sexually harassing me. This is the second time you've seen me naked now. Is that any way to treat your faithful subordinate?"

He was going to comment that seeing her chest hardly counted as being naked... but opted against it. He didn't need more evidence to support his unintended perverseness.

"Are you blaming me for you not wearing any clothes underneath?"

"That's right."

The sudden thought of her in absolutely nothing under his clothing sent images to his mind that were proving a little difficult to remove.

"So, agreeing to my training now? I'll be gentle, I promise."

An idea struck him. He resisted from smirking at the thought of it. Hopefully, she would still be his ace leader of Team Zero after this...

"You know what? I think you should stop seducing your commander."

Kallen gaped, "Ha? What—I'm not seducing you. Wh-Where the hell are you getting that from?"

Lelouch raised his index finger and proceeded, "First, holding me captive in your shower. I was unarmed for the record."

"What-- Don't phrase it like that! You know it was nothing like that!!" she exclaimed as the blush on her face only deepened.

Another finger rose. "Then, prancing around in a rather revealing bunny outfit."

"It was an undercover disguise to save your sorry, unfit, amnesic ass!"

And another. "And now, deliberately wearing nothing in my disguise."

The girl was silent. That was ... partially true. The fabric of his disguise looked a little too ... soft for her to believe that it belonged to a man. So naturally, she was curious and decided to test it against her skin. And she attested to the fact that it was a very hot day. Wearing two outfits under the scorching sun was just not right. And there it was. That stupid, cocky, slightly seductive smirk that irritated her and turned her insides into a warm puddle of goo at the same time.

"So you're not going to deny it. You were seducing me after all."

"No! Only the last part was true! I mean... no, it wasn't true true... it was part true," She growled in frustration at her lack of eloquence in phrasing her response. "But even then, I was not se--"

He stepped forward, immediately closing the distance between them until he could feel the heat radiating from her tense body. "Well congratulations," he whispered huskily, "You seduced me."

"Wha--"

He kissed her hard, allowing his suppressed feelings from what he called the 'bunny' incident to rise to the surface. God, how he wanted to feel and probe deep into certain areas of exposed skin that night. He covered his immediate 'problem' with his jacket, shoving the fact that her creamy shoulders were smooth and delicate under his hands to the back of his mind. Lelouch pushed her back towards the wall without breaking the kiss.

Kallen could feel his hands undo the bottom button of her – well, his – disguise and barely registered that he pushed the coat to the floor. With her upper body completely exposed to him, Lelouch slowly made his way down to a certain pair of soft, protruding flesh that he dreamt about doing sinuous acts upon on more than one occasion. He nibbled her flesh on his way down, leaving a moist trail of pink marks from her neck.

"Le-Lelouch!" she cried as he bit one of her pinkish nipples. God.. what was he doing to her? Her hands nested in his smooth, dark hair, pressing him closer to her.

He quickly unzipped her pants, disappointed that she was, indeed, wearing underwear –lacy black ones to be precise -- underneath. No matter... it would be gone soon enough.

She bit back a groan as his tongue teasingly danced around her bitten nipple. A curious hand squeezed her other breast hard while its mirror twin began to slide down between her heated thighs. No – she couldn't let him have his way with her this easily. Her hands dropped to his shoulders before almost ripping the buttons off his black school uniform. She pulled him up forcefully by his shirt and kissed him with the same intensity as he initiated earlier.

Lelouch let out a growl from the back of his throat, but his irritation at his interruption subsided as a daring tongue probed for his. He eventually complied and allowed her to take control.

More clothes joined their discarded friends on the floor around them. Her hands glided down his bare chest, tracing small invisible shapes against his skin, before playing with the band of his underwear. She ran a finger at an agonizingly slow pace across his erect member and reveled in the low groan that followed. They broke apart simultaneously, silently searching for reassurance in each other's eyes. Lelouch softly kissed Kallen's forehead before she proceeded in removing his final undergarment.

Her own soon joined and completed the pile of previously worn clothes on the floor. Before her mind registered that she was not on the floor anymore but pushed up against the wall, Kallen cried out loud as her legs spread open. She bit down on her lip, trying not to make a sound, as her muscles tightened around his throbbing member. Despite her earlier teasing remarks, Lelouch was now proving to be stronger than he looked. She wrapped her arms around his neck and gasped as he repeatedly drove inside her.

The sounds of their bodies coming together were dulled by their own voices crying for each other. Kallen's eyes rolled back underneath her eyelids as her orgasm rocked her and sent her quivering in pleasure. She moaned as Lelouch forced in a few final thrusts inside her before succumbing to his own oblivion. The two were silent for a moment, still indulging in the feel of being together.

"Hey," he panted, breaking the silence, "This counts as physical exercise, doesn't it?'

Kallen smirked, "How about 'training' everyday now?"

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So how was it? Reviews and constructive criticism are greatly appreciated :)