*Author's Note: This is a one shot that takes place during episode 12 when Amaimon is in Mephisto's office. This is what happens when a student happens to walk in on the two demon brothers.

**WARNING: Rated M for a reason. Contains intense sexual content.

***Disclaimer: I do not own Blue Exorcist (Unfortunately) or any of its characters (I would love to own Mephisto though ;D ). Enjoy!

Mephisto Pheles sat at his desk, his cloak draped over the chair and his top hat sitting on the desk in front of him. He was relaxing, leaning back with his legs up on the desk. His forest green eyes shone brightly as his Brother, Amaimon, was noisy examining several mangas he'd bought down at the book store. One of the manga's was a hentai.

Amaimon's blue eyes were curious as he read over the small pages. One of them had a human female and male connected at the lips, tongues swirling together. The human female's cheeks were flushed and her lips were parted in a heavy pant. "Brother," Amaimon said quietly, looking up at Mephisto. "What are these humans doing?" He held up the manga so Mephisto could see.

Mephisto couldn't help but blush a little as he examined the page. "They're having sex." He replied, crossing his legs to hide his hardening cock. He maybe a demon, but having spent so much time is Assiah (the human world) he had discovered the pleasure of sex. It nearly dominated culture in Japan and Mephisto was almost addicted to it.

"Sex?" Amaimon spoke slowly, testing the word on his lips. He began chewing on his thumb.

"It's like mating," Mephisto explained. "Only for recreation instead of procreation. Humans tend to have sex for fun these days."

"Hmm…" Amaimon pondered. "Can I try? Is it difficult?"

Mephisto laughed. Amaimon may be the more powerful demon than him but he was still quite naïve to human ways.

"You'll need a female."

Amaimon blinked and opened his mouth to speak when a soft knock on Mephisto's door echoed through the room. He fell back into the shadows behind the door way, his blue eyes watching curiously.

"Enter!" Mephisto called out, sitting up and adjusting his white cloak so it fell over his lap. He absent-mindedly stroked his purple goatee into its perfect point on his chin.

Slowly, the ancient door opened and a student peeked her head inside. It was one of the Exwires from the cram school. Mephisto faintly remembered seeing her talking to Rin and Yukio once or twice during class.

She was pretty, with perfect curly hair that fell to her shoulders in deep red ringlets. Her eyes were downcast, shy, with spring green eyes that were framed by thick lashes. She was a decent height at 5'4" and slim. Not a twig like slim but a curvy slim. She had large breasts that pressed against the buttons of her white shirt that peeked open at the top to reveal nearly perfect creamy pale cleavage. She wore her plaid skirt a little too short, whether it was intentional or not, and revealed long milky legs.

Mephisto couldn't remember her name for the life of him. It started with an S… Sam… Silvia… Sara…? Sara! It was Sara. Sara something… Oh well.

"How can I help you, Miss Sara?" he asked in a silky tone, beckoning her forward with one of his elegant fingers. Take into consideration that he was still somewhat turned on by the hentai and talk of sex he and Amaimon had been discussing moments before. And this human's luscious, little body wasn't helping his self control whatsoever.

She blushed slightly at his charming voice. He has such a lovely voice… she thought to herself. She looked up at him, green eyes meeting green eyes. If only he wasn't a teacher…

Mephisto smiled slightly when she didn't say anything, looking lost in her thoughts. He glanced at the shadows where Amaimon was hiding. Amaimon was almost completely out of the blackness, face intent on Sara, fingers making circles around his eyes. Mephisto frowned slightly and looked at Sara. A brilliant idea popped in his head. He could satisfy his own sexual needs while also letting Amaimon try out sex. He could easily seduce this human.

"Miss Sara," Mephisto's voice deep and soft, eyes glowing softly as he stood up. Sara jumped out of her thoughts and looked up at him. He was tall, towering over her at 6'4". She blushed as his scent tickled her nose. It was sweet yet dark and tempting. "What is it you need?"

"Umm..." She stumbled over her words. "Well... I-I..."

"Sara, do you have a boyfriend?" Mephisto asked suddenly, throwing Sara off guard. She looked at him, staring at his eyes in shock at they slowly began to dilate. He stepped toward Sara, and she didn't move. She would admit she like Mephisto; she knew he was a demon but the other Exorcists trusted him. Why couldn't she?

In the time that she had falling back into her thoughts, Mephisto had walked up to stand in front of her. She jumped when he gently brushed his thumb across her cheek. He needed to be gentle as he slowly got the human warmed up to him. And foreplay was one of the best ways to do that.

Sara stood there, shocked by Mephisto's boldness. She remained frozen when he reached down a lifted her hand up to his lips, placing a soft kiss on her knuckles. He turned over her hand so it was palm up. He ran his nose along her blue veins, inhaling softly. "You smell divine, Sara," Mephisto whispered. It sent shivers down her spine and boiled her blood. Heat rushed through her and gathered near her core. Sher becames became very wet from such a simple touch from Mephisto.

He spoke softly, murmuring her name, his voice growling slightly. He grabbed her and pulled her against his hard, muscular body. Sara could feel Mephisto's hard cock pressing against her abdomen. Before she had time to react, he was attacking her mouth. And she let him. His lips were suprisingly soft yet firm as they ravished her lips. Her soft gasp opened her mouth and Mephisto took advantage of it, slipping his tongue in to explore her. Slowly, hesitantly, she began to respond, her tongue twirling around his.

His scent was full blown in her nose, causing her to become soaked.

Mephisto smiled. He could practically smell her lust as it gathered between her legs. He ran his hands up her sides, pulling her closer to him. He felt her soft breasts against him and he began to grow harder. She was the first one to pull away for air. It gave her a little time to think as Mephisto began nibbling along her neck as he unbuttoned her shirt.

"Mephisto... I-I think we... we should stop..." Sara gasped, holding back a moan by biting on her lip. Mephisto ignored her and picked her up. He swiped all the papers off his desk and set her down on it. He pushed up her skirt and looked at her sweet spot. The panties were soaked. He smiled greatly and looked up at Sara, who was watching him with lust filled eyes.

"Are you a virgin, Sara?" he asked, voice husky.

She blushed brightly and nodded, her red ringlets bouncing. Mephisto smiled. "Then I shall be gentle."

He slipped a finger under the waist band of the panties and pulled them off. He inhaled sharply at how wet she was. It was a beautiful sight. Her folds were swollen and glistening with her juices. Her little bundle of nerves above her pussy was swollen too and looked as though she would cum with just a little stimulation.

Mephisto stood and shed his clothes, tossing them aside. As he did so, he looked back at Amaimon, who had been watching the entire time. Mephisto beckoned Amaimon to come forward and he did so. Mephisto looked down at Sara. She was flushed, cheeks pink and eyes half closed. Her lips were parted as she panted as if in heat.

"Undress," Mephisto whispered to Amaimon, who followed directions. He couldn't keep his eyes off the human girl. The blue in his eyes was burning with desire and lust. He didn't exactly have control of his body and his cock had grow in size the more he watched her.

"I want her, Mephisto..." Amaimon whispered, causing Sara to shiver in pleasure.

She was watching the naked Demon Kings in front of her and she couldn't help but be turned on to the point where it almost hurt she was burning so hot in her pussy. "Take me..." she moaned, reaching for Mephisto, who smiled a wicked grin.

He walked over and picked her up, kissing her fiercely. Amaimon wrapped his arms around her from behind, his hard cock rubbing against her ass. Sara was being bombarded on both sides by two horny Demons. Mephisto sore off her skirt and threw it aside. He turned her around so she was facing Amaimon who proceeded to devour to mouth, tongues dancing together. He reached up and pulled off her skirt and unlatched her bra. He then leaned down and began to suck on her right breast, swirling his tongue over her hardening nipple.

Amaimon quickly became skilled with his tongue.

Mephisto back up and sat on his desk, Sara on his lap and Amaimon standing before his, sucking on her breasts. She was in heaven. The Demon's were skilled, especially Mesphisto who's fingers had slipped down between her legs and was rubbing her sweet spot. She was moaning loudly, cheeks flushing.

"Have you ever been fucked in the ass, Sara?" Mephisto whispered in her ear, nearly breathless. He laughed softly, "No, of course not. I guess we'll be taking both virginities then."

Sara's breathing increased, cheeks flushing even more. "N-no..."

Mephisto smiled and slid the head of his cock against the entrance of her ass."Ready?" he breathed against her ear, nibbling on her earlobe. Sara moaned then gasped loudly as he slid his dick into her. He stilled, letting her adjust to his size. Pain mixed with pleasure and Sara was loving ever minute of it.

"Amaimon," he said breathlessly, holding up Sara's legs so her pussy was in full view of his brother. Amaimon looked at his, blue eyes glazed over with heated desire. Instinct had taken over and he stepped forward. His large cock pressed again her pussy, and he moaned as her heat radiated onto him.

He thrust into her, breaking her virginal wall. Blood trickled down her leg. She was nearly screaming. It hurt yet it felt so good at the same time. Slowly Mephisto began to moving, thrusting into her ass as Amaimon fucked her pussy.

It was extremely overwhelming as the Demon Kings nearly fucked Sara senseless. The heat began to build inside her and before she knew it, she was screaming in pleasure, orgasms racking her body.

Amaimon moaned deeply as he felt her tighten around him, milking out his own orgasm. He groaned in pleasure as he emptied his seed inside her.

Mephisto had become empty-minded. The only thoughts he was having was how good Sara felt wrapped around his cock. He eventually came with a loud moan, his green eyes flaring brightly. He wrapped his arms around Sara, craddling her as orgasms continued to shake her body.

When she finally calmed, Mephisto kissed her neck and looked at Amaimon. He was flushed, his green hair falling into his face. Mephisto smiled and lifted Sara off of him and craddled her in his arms. Gently, he placed a soft kiss on her swollen lips.

"Thank you for an amazing evening my dear," he whispered softly. "I want you to know that you can return anytime you like."

About a week later...

A soft knock resonated on Mephisto's door. He looked up from the paperwork he was doing and called out, "Come in!"

Slowly, the door opened and a beautiful little red-head Exwire peeked her head in. "Mephisto... I came back..."

Mephisto just smiled.