Disclamer: I own nothing of Death Note. If I did all my favorite characters would've lived and Matt would've had more screen time. Ah well.

The Morning After: Chapter 3

Matt's eyes shot open, he had no idea. He tried to think of something anything, but all thoughts were quickly doused by a pair of all too soft lips colliding with his. He couldn't think, he couldn't react. He just froze. Mello's lips were so warm, so supple, much better than any chick's that he had ever kissed. Without even realizing it, he began returning the kiss. His mind had blanked from the shock of the fact that Mello was kissing HIM and he was running on instinct alone. A moist tongue caressed his lower lip and he instantly opened to allow it access, not surprised at all at the faint hint of chocolate that came with it.

This was wrong, this was so wrong. This was Mello Dammit! He shouldn't be kissing his friend. Fuck, he shouldn't be enjoying kissing his friend. What was wrong with him!... Fuck it! According to Mello, this had already happened. And it felt nice. It felt …. right.

His stomach shuddered involuntarily as Mello's bare flesh collided with his own as they deepened their passion. Tongues colliding violently as if their lives depended on it. Panting, they slowly parted, Mello resting his forehead against Matt's as he met his hungry gaze. He hadn't expected Matt's willing response and was overwhelmed with anticipation of what should follow next.

"Mello, I..," Matt stammered, finally finding his voice.

"Shhhh," Mello cooed, releasing his friend's wrists and placing a single digit against his still moist lips. He could see the unsuredness painted all over his friend's face. He knew Matt had never been with another guy before and his innocence suddenly made him all the more desirable. "I'll take care of you Matty. Just relax."

Their lips once again met in passion, but this time their hands were both free to explore. Matt's slid up Mello's back, tangling in his gold locks and pressing him closer. Mello's slid down Matt's smooth sides, before one cut across his waist and came to rest on the bulge now pressing against his boxers. Slowly he caressed the smooth fabric, eliciting a groan from his friend as Matt tilted his hip into his palm.

"mmmm" Mello purred approvingly as he cupped Matt's clothed erection in his hand. Slowly he began tracing kisses down Matt's neck, onto his chest and across his soft belly before pausing at his waistband. He glance hungrily back up to his friend's face to see if it was truly ok to continue. His eyes were met by a pair of sparkling emeralds that were as hungry for this as he was.

Matt's panting deepened as Mello eased off his boxers, releasing his erection. Had this been anyone else, he would have had a smart ass comment to say. But he knew Matt was too fragile to kid with just yet. One wrong word would send him into flight mode. No, he had to be gentle and smooth with his friend if he wanted to continue. And oh how he wanted this to continue.

Slowly he traced his warm tongue up the underside of his shaft. Keeping his eyes focused on his friend for any sign of panic. Any hint that he should slow down. Matt's eyes were once again closed and his head pushed back on the pillow as his breath came in deep quick blows. Mello shifted his gaze to the task before him and quickly engulfed Matt's entire length into his hot mouth. A grin parting the corners of his lips as a deep groan escaped his partner's throat.

Only pausing a second he wrapped his tongue around the base now filling his mouth and began his steady up and down rhythm. Matt's ragged breath's seeming to match each stroke with ever increasing growls of pleasure. Mello knew very well what he was doing, being male himself, he knew what appealed to him and what felt good. Now he wasn't holding back, showing Matt what he'd been missing out on all these years. Hearing Matt voice his pleasure only increased his own and he was going to soon have to attend to his growing need as well. He just had to wait for the right moment.

Matt's hips rose with each stroke, wanting to gain deeper access into the warmth that enveloped him and sweat now glistened on his exposed skin. As his erection grew, Mello knew his time had come. On the last upstroke he paused and popped two of his fingers into his mouth, coating them with saliva and quickly removing them before turning his attention back to Matt's throbbing erection.

Matt's questioning eyes met his and he playfully flicked his tongue over his swelled member.

"Now, I can't let you have ALL the fun," Mello said smoothly, placing his now moist fingers at Matt's entrance and grinning as his partner shifted slightly at his touch.

Matt let out an almost defeated sigh as he once again closed his eyes and let his head fall back onto the pillow. "Just do it," he managed tersely.

"Awww, don't be like that," Mello soothed. "I'm about to teach you a new trick. Don't worry, you'll like this one."

Before Matt could respond Mello inserted one of his fingers, feeling his friend instantly tighten at the new sensation.

"Shhhhhh," Mello continued calmly. "Just relax."

Mello took his partners length once again into his mouth and felt his friend slowly relax as his mind was instantly distracted. Smoothly he slipped in another finger as the tension decreased and angled his fingers, searching for that one spot that would..

"Gaaaaaahhh, FUCK," Matt's hips bucked involuntarily as he suddenly saw stars. Slowly he released his breath that he didn't realize he'd been holding as his wide eyes locked on Mello's.

"See," Mello grinned triumphantly. "I told you you'd like it."

Mello didn't wait for a response as he once again stroked the bundle of nerves, sending his friend's head crashing back into the pillow and a hissed breath through his now gritted teeth. A couple more well placed strokes and he removed his fingers, allowing his partner to catch his breath as he slid out of his own boxers and spit into his palm. Lubing up his own erection before positioning for entrance.

Matt was still catching his breath when his mouth was suddenly engulfed in a fiery kiss. His toungue locked in a passionate wrestling match with his partners. As gently as possible, Mello slowly inserted his shaft. Easing it in until the entire length was hugged by Matt's warm tightness. He continued kissing his partners soft lips feeling him slowly relax beneath him. As their tongues battled for dominance he reached between them and idly grabbed his friend's length in soft slow strokes.

"Mmmmnnn," The groan was the only signal he needed to begin strokes of his own. Slowly at first, still testing the tension pushing against him. He angled his next stroke towards his fingers had been and was instantly rewarded by a surprised gasp as Matt raised his thighs allowing him to sink all the way against his pleasure center.

Mello knew it was all a "go" from here. There was no way Matt would stop him now. He increased the pace of his thrusts, matching them with strokes of his hand as his partner's erection now dripped with precum.

Mello threw back his own head, reveling at how good his friend felt wrapped around him. Why had they not done this sooner? This felt 100 times better than it ever had with any , how he had longed for this moment on many occasions, daydreamed about it while lazing with Matt on the couch, watching him play whatever video game he was into at the time. Even imagined it while he was with other partners. Other partners that never seemed to fill the emptiness and hunger that was now being sated. His own erection was building fast as the comfort and emotions of finally getting the one that he desired filled his mind, that he almost didn't notice Matt's hands grasping his ass roughly and pulling him deeper with each thrust.

"Fuck Mel," Matt growled needily. "Faster!"

Mello instantly complied, slamming his erection hard and fast enough so that his skin slapped audibly against his partner's. He was rewarded shortly afterwards as Matt came with such a loud growl that surely the neighbors down the hall even knew what was going on by now. The growl also tightened all his muscles and Mello soon found himself filling his partner with his own seed as he slumped forward, hand resting on Matt's chest for support.

They seemed to rest like that for minutes, each panting as they tried to recatch their breath. Slowly Mello pulled himself out and crashed back onto his back next to Matt. Matt just continued staring at the ceiling, unable to breathe or think or even speak. Mello couldn't help but smile at his friend's new awareness. Seeing him like this only made Mello want him more. So much his stomach clenched and his chest ached. Oh he had it BAD for his friend and he knew it. But now that he had shown Matt what he had been missing, he was all his, to do with as he pleased.

After a short while, he rolled over on his side and, once again propping his head up on one elbow, began tracing lazy circles on his new lover's chest. Matt tilted his head, catching Mello's all too satisfied gaze before his lips were caught in a series of quick, yet passionate pecks.

"Alright, alright," he chuckled, placing a hand against Mello's chest and pushing him gently back. "You win. I guess I'm you're bitch. Just give me a chance to catch my breath, will ya."

Mello resigned himself to once again playing across Matt's all too perfect skin as he gazed upon his lover hungrily. Matt glanced curiously around the room, a sudden question entering his mind.

"Uh Mel, just where the hell are our clothes?"

"Outside the front door," Mello replied nonchalantly. "That shit waitress spilled her entire tray of drinks on us and we didn't want them stinking up the whole place."

"Fuck, I must've been really fucked up not to remember that." He then chuckled again to himself, closing his eyes and placing a cool hand against his forehead. "Speaking of fucked up, how could I NOT remember us doing THAT?"

Mello rolled over, once again on top of Matt. Their noses just touching as their gazes locked.

"We didn't," Mello replied coolly. "You passed out and must've rolled over in your sleep."

Matt's eyes went wide, but his mouth was stifled from erupting any more profanities by and invading tongue. Oh, fuck it! He thought, closing his eyes and delving into the passionate kiss.

YAY! My first Yaoi fanfic! Please read and review.