Noah kept placing soft kisses on Cody's neck, holding him close. Cody whined a bit and blushed. They were alone in one of the closet in the Playa Da Loser. They both were exchanging glances at each other earlier and Noah sneaked Cody in the closet where the towels were and started making out with him. Cody was bashful to do something like this in a public place, but he couldn't stop himself.

Noah licked and nibbled on his left ear, his hands going under Cody's shirt. Cody shivered at the touch and blushed harder. He tried to pry Noah's hands away from him, but Noah kept his hold on him tighter and whispered something in his ear that him made blush ten-times fold. Cody lightly panted, holding on to Noah's hands.

This was very wrong, but he couldn't stop himself. Everything felt so good. Cody moaned when he felt Noah unzipping his jeans. He lightly gasped as he felt Noah's hands travel lower and grip onto something that should be forbidden. Noah nibbled on his neck and licked upward, his mouth hovering over Cody's ear.

"You OK?" Noah asked, whispering it into Cody's ear.

Cody shivered and nodded his head, not trusting his voice.

Noah playfully nibbled on Cody's ear again, one of his hands going to his own jeans and unbuttoning them. Cody heavily panted and moaned quietly, feeling himself shiver with pleasure. Noah turned his head and kissed Cody deeply, pushing him up against the shelves of the closet. Cody moaned and wrapped his arms around Noah and he moaned a little harder when he felt their lower regions grinding against each other.

Cody broke the kiss, panting as he felt himself flush over even more at Noah's actions.

"A-Aren't we going too f-fast?" Cody whispered.

"I don't think so." Noah whispered back, groaning a bit.

"W-We're not gonna...y-you know...In here, are we?" Cody asked, panting.

"Why; you scared?" Noah asked.

Cody flushed again and looked away. Noah leaned in and gently kissed Cody's temple, smiling a bit. Cody looked back and Noah leaned in for a soft kiss, showing Cody no fear.

"Don't worry, it'll feel great." Noah whispered.

"What if someone h-hears us?" Cody asked, worried.

Noah pondered over that, smirking. "Are you usually loud, Cody?"

Cody blushed again and Noah chuckled, kissing Cody again.

"OK, OK. I'm guessing you're right. We don't really have enough time to go "all the way", anyway. So, I'll just give you a preview." Noah whispered and licked Cody's ear.

Cody shivered and held in a moan when Noah went back nibbling his ear again. While keeping Cody distracted, Noah lifted Cody's shirt a bit and let his hand travel up to his chest. Cody gasped when he felt Noah gently rub one of his nipples. He bit his lower lip and shivered hard.

"No way," Noah whispered wetly into his ear, "You're sensitive here?"

By indicating "here", Noah rubbed Cody's nipple again. Cody let out an embarrassed squeak and shivered again. Noah smirked and lift Cody's shirt up some more, bunching it up a bit. He lowered his head and licked one of Cody's nipples. Cody gasped again and tried to push Noah's head away.

"S-Stop t-that!" Cody whispered, embarrassed.

Noah chuckled and mumbled a sorry to Cody. He lifted his head back up and deeply kissed Cody. Cody moaned into the kiss, which made Noah smirk. Noah broke the kiss and lifted up his hand to lick his palm. Confused, Cody panted softly, watching Noah.

"W-What are you doing?" Cody asked.

"Like I said, I'm gonna give you a preview." Noah answered.

"B-By licking your hand?" Cody asked again.

"Just relax and let me do this." Noah answered back.

With his spit-coated hand, Noah went lower again. Cody let out a surprised gasp when he felt his own erection rubbing against Noah's, his wet hand gliding up and down and squeezing them. Cody moaned loudly and held on to Noah tightly, shaking. Noah hissed a bit at the pleasure and leaned in to kiss Cody. Cody happily kissed back, still moaning.

They both broke the kiss in order to breathe and pant as Noah continued with his actions. The pleasure was new and intense to Cody, that he couldn't stop himself from moaning and grinding into Noah. Noah allowed the grinding, but tried to keep Cody quiet with kisses. At least he was right about Cody being loud.

While kissing each other deeply one more time, Noah moved his other hand to Cody's chest and teased one of his nipples again. Feeling the double pleasure, Cody broke the kiss with a whine.

"N-Noah! I-I think I-I'm gonna..." Cody warned, panting heavily.

"Crap, m-me too..." Noah said, panting himself.

Noah leaned in for one more kiss and made their movements go faster. Cody moaned in the kiss and arched his back. With one final feeling of going over the edge, Cody orgasms first. Feeling Cody go first, Noah groaned and he released himself too. They both stayed together, holding each other tightly . Cody moved his head away to breathe, panting as he could feel some saliva dribble down form his mouth; possibly his own and Noah's mixed together. Noah panted too and released his hold of Cody's and his own dicks.

Cody panted, blushing red as he just realized what just happened. His fuzzed up thoughts were interrupted when he felt Noah nudge a towel down there. He blushed and whispered out loudly, "What are you doing?!"

"Calm down, I'm cleaning ourselves up. One of the many reasons why a closet filled of towels is a good place to make-out." Noah answered, smirking.

Cody blushed again and allowed Noah to finish cleaning up their mess. When Noah was finished, he dropped the towel and lifted up Cody's pants. Cody pushed his hands away, still blushing.

"I can do that myself..." Cody mumbled and zipped his jeans back up.

"OK, sorry..." Noah mumbled back and fixed his own jeans.

Too shy and embarrassed to even look at Noah, Cody kept his head down. Noah sighed a bit and leaned in to kiss the top of Cody's head.

"Hey," Noah whispered, "Do you wanna hang out in my room later?"

Cody looked back up at Noah, still flushed red. Noah gently smiled at him, one of his rare smiles anyway. Cody smiled back a bit and nodded. Noah smiled again and leaned in for a kiss. Cody allowed it because it was soft and gentle; and it made him feel loved.

"Now, all we gotta do is get out of here without anyone noticing." Noah whispered on Cody's lips.

"C-Can't...Can't we just stay here for a little while longer?" Cody asked.

"Stay here? Why?" Noah asked.

"I-I don't know..." Cody answered, blushing again.

Noah looked at Cody and smiled again. He pulled Cody in for a hug and let them both slide gently down to the ground, still holding each other. Cody didn't let go and rested his head on Noah's shoulders.

Noah chuckled a bit and petted Cody's soft hair.

"You're so mushy, Cody." Noah teased.

"Shut up..." Cody mumbled but smiled.

Noah chuckled again and just rested inside the towel closet. They both stayed in there until someone knocked on the door, demanding some towels because they were cold and dripping wet from swimming in the pool.

Author's Notes: 8D;; Zomg, I wrote something naughty. The world is probably ending right now. XD

This was an old song drabble I did a LOOOONG time ago, but I decided to change it around a bit and ta-da~!

R/R please. This be my first lemon. c: (And to think, I thought my first lemon would be for Sasuke/Naruto of...well, Naruto. XD)