He wasn't kidding when he said he was breezing through his Italian course, which Kurt was now incredibly thankful for. Just hearing anything Italian come out of Blaine's mouth was a huge turn on. Wow.

After dinner Blaine had finally revealed his surprise – something that Kurt was rather impressed that he enjoyed. Blaine did know him well, after all. He used his parents' season tickets to the Columbus jazz orchestra and it was rather wonderful.

"Thank you for an amazing night," Kurt said, as the elevator started its ascent to their floor of the Hilton (the Hilton!). "You really, really didn't have to do all of this."

Blaine grabbed Kurt's bag from him and hefted it over his shoulder with his own. "I wanted to. It's our first Valentine's Day together, I wanted to make it special."

The elevator stopped at their floor and Kurt glanced at the numbers on the wall when they stepped off – turning right when he saw that's where room 1031 would be. He felt Blaine's hand on his back as he slid the keycard into the lock and pushed the door open.

He gasped as soon as he flicked the lights on.

"Blaine…"

"Surprise, baby," Blaine said softly.

Kurt stepped further in the room and shook his head in awe at the rose petals scattered on the bed, the sparkling cider chilling in an ice bucket on the table and the few unlit candles scattered around the room. "How did you-?"

Blaine dropped their bags to the ground and pulled Kurt close to him, wrapping his arms around Kurt's waist. "I have my ways," he said, his eyes glistening.

"Well, Blaine Anderson, you really have outdone yourself," Kurt whispered. He reached in between their bodies, unbuttoned Blaine's suit jacket and smoothed his hands up and over Blaine's chest, slowly dragging his hands down Blaine's arms to slide the jacket off. He sent it to lay over one of the chairs at the desk and returned his attention to Blaine's shirt.

"Do you uh," Blaine bit his lip and swallowed hard. "Should you start… in my head?"

Kurt tilted his head to the side and brought his hands up to cup Blaine's jaw. He leaned in and started kissing him, dirty and fast, already licking into Blaine's mouth and sweeping his tongue across the back of Blaine's teeth.

Pulling back and licking his lips, Kurt nodded and fixed his eyes on Blaine's. "You sure you're ready for this?"

Blaine took a deep breath and squeezed Kurt's hips where he was holding them. "Yes, of course."

Immediately Kurt opened the connection and he swayed a bit when he felt himself center automatically. It was an intense feeling, something that hadn't happened before.

"Are…are you okay?"

Please tell me you're okay, there's no way I could do anything tonight if you weren't.

Kurt blinked and smiled. He tangled his fingers in the hair on the back of Blaine's head and rested his forehead against Blaine's. "I'm wonderful," he sighed. "I think we should be wearing less clothes."

You know I have little control of where my thoughts go, especially if you're going to be naked. Because, damn if you don't look incredibly sexy naked.

Kurt crashed his lips against Blaine's and began working on the buttons on Blaine's shirt, tugging it out of his pants when he got towards the bottom.

Don't care about it, just need to feel my skin against yours.

"Blaine, it's Armani," Kurt mumbled against Blaine's lips. He carefully pulled Blaine's arms through the sleeves and sent the shirt over to join the suit jacket. He unbuttoned his own jacket and shrugged out of it, sending it over to join Blaine's clothes as he tugged on his tie – which became a difficult task with Blaine pressed close to him.

Love you, need you, god you look so good.

Kurt reluctantly stepped back and finished removing his tie, becoming increasingly more turned on with the constant stream of thoughts going through Blaine's head. He quickly removed his dress shirt, sent it over with everything else and pulled Blaine over towards the bed.

"Quick, let me," Kurt murmured when Blaine started kissing down his jawline. He held out his hand and flicked a couple fingers against his palm, enough to light a small fireball. He sent the fire to each candle and then turned off the lights they had turned on when they entered the room.

Blaine reached behind him and pulled down the duvet – sending the rose petals everywhere – and pushed Kurt to sit down on the mattress.

Want to kiss you everywhere, want to feel you everywhere, fuck you look so good like this and you're still half dressed.

Kurt reached out and grabbed Blaine by the belt, tugging him forward so he was straddling him with a grin. "You're more than welcome to solve the clothing problem."

"Kurt," Blaine groaned.

Oh, you're already hard for me.

Taking fistfuls of Blaine's undershirt in his hands, Kurt pulled it upwards and off Blaine's body, and tossed it somewhere behind him. He ran his palms over Blaine's chest and sighed. "You have such an amazing body," he whispered before he leaned in and started kissing along Blaine's collarbone.

Blaine wrapped his arms around Kurt's back and started tugging on the fabric of Kurt's undershirt, his hips shifting with every kiss that Kurt was leaving on his chest.

Love your mouth on me, oh god.

"K-kurt," Blaine gasped when Kurt's lips dusted across his left nipple. "Can… can we get more comfortable?"

I won't be able to control myself much longer if you keep that up.

Kurt leaned back slightly and raised his arms so Blaine could finish pulling off his undershirt. He smiled when Blaine's thoughts went a little…haywire at the sight of his naked chest. It felt good… really good to hear that he was gorgeous.

He pushed a little bit on Blaine's hips so Blaine could hop back to the floor. He smirked a little at Blaine's inner monologue and nodded. "Yes, this is the part where we finish getting undressed, Blaine."

Blaine's face softened and he reached up to card his fingers through Kurt's hair. "Are you okay with this? We don't… we don't have to, you know. I know we've only done this once, really…"

Kurt stood up in front of Blaine and pulled him close – one arm around Blaine's lower back, the other hand cupping the back of Blaine's head.

Holy fuck, Kurt. Love feeling wrapped up in your arms.

"Blaine, this is so okay," he whispered before leaning in and kissing him, all teeth and tongue and dirty – apparently exactly how Blaine really liked it.

Blaine's hands started working on Kurt's belt and really, before they both knew it, they were both stepping out of their pants and shoes – standing there in their boxer briefs still kissing frantically.

Need you back on the bed, need you be pressed against you, god I need to feel your body underneath mine.

"Sounds good to me," Kurt murmured. He stepped backwards so he was back on the bed and crawled back against the mass of pillows. "C'mere, sweetheart."

Blaine groaned and followed him, crawling on top of him and immediately dropped his head to start placing kisses on his abdomen.

Your skin is so soft, fuck I love you so much.

Kurt bit back a moan when Blaine swirled his tongue around his belly button. "Come up here, want to look at you," he said softly, and grasped underneath Blaine's arms and tugged lightly. Blaine looked beautiful in the candlelight. He gasped when Blaine crawled up to him and pressed their bodies together, the thick weight of his cock pressed tight against his own.

Nrrgh, my cock against yours feels so good oh my god.

Kurt tangled his fingers in Blaine's hair and pulled his head down, immediately licking into his mouth when their lips met. He swallowed Blaine's moan when their tongues pressed against each other, slipped his other hand underneath the waistband of Blaine's boxer briefs and grabbed a handful of Blaine's ass.

"What do you want to do?" Blaine gasped against Kurt's lips.

Kurt flexed his fingers against Blaine's ass and that got Blaine to shift his hips. Kurt's body was buzzing with pleasure and so far everything was going well – he was staying in control. It was slightly dizzying, being able to hear every single one of Blaine's thoughts while they were doing this, but it was also turning him on so much.

"I think we should lose the last of our clothes," Kurt murmured as he moved his lips down Blaine's throat. He especially was not going to have any kind of sex with his socks still on. Blaine of course wasn't wearing any.

Yes oh yes please want to feel your cock against mine. Want to touch you.

"Your mind is very vocal," Kurt smiled against Blaine's neck. He tugged at Blaine's boxer briefs until they slid over his ass and reached around front to ease them down over Blaine's cock.

"I warned you… no control," Blaine panted. He lifted his hips up and reached down to finish taking off his underwear, kicking them somewhere towards the end of the bed. He kept his hips raised up so he could grasp Kurt's boxer briefs and tugged at them – careful to lift them up and over his cock, tossing them behind him after he untangled them from Kurt's feet, along with Kurt's socks.

"Hi," Kurt smiled when Blaine fell against him again and he ran his fingers along Blaine's hairline.

Blaine bit bottom lip when he thrust his hips down experimentally, his eyes rolling back slightly. "You feel so good against me."

Kurt gasped and nodded. He grasped Blaine's face with both hands and pulled him in for a bruising kiss. He felt Blaine's knees slide to either side of his thighs and he raised his hips to gain some friction against his cock. He pulled back from the kiss and met Blaine's eyes. "I, um. Well, here… I brought—" he cut himself off and turned his head to the side and glanced at their bags on the floor.

While he slid the side zipper open on his bag and lifted the bottle of lube out, Blaine started mouthing down his jaw and his hips were moving just enough to ignite little sparks of pleasure deep inside Kurt's belly.

Kurt outstretched his arm and brought the bottle of lube to his open hand. "Here," he said softly.

Blaine pushed himself up slightly, hands on either side of Kurt's head and his eyes widened slightly. "Oh."

Kurt set the bottle on the bed beside them and reached down to grasp both of their cocks, slowly pumping them. "To make this a bit easier," he said, his voice suddenly sounding more wrecked than it had been.

Oh fuck, Kurt. Oh my god. Want you so bad. Want your mouth on me, want you around me, oh god.

Blaine's head fell to Kurt's shoulder and he shook his head. "Sorry, god, I-I told you… my brain…"

"Shh," Kurt hushed him. He ran his thumb over the slit of Blaine's cock and gasped when Blaine bit down on his shoulder in response. "Tell me what you want, Blaine."

Blaine fucked into Kurt's hand and Kurt's eyes rolled back when the head of Blaine's cock brushed against his own. "Oh, fuck, Kurt. Your m-mouth, please. I think about it, when…when I-"

Kurt nodded and quickly flipped them over, earning a Oh jesus that's hot, you're so fucking strong, from Blaine. He ran his hands down Blaine's sides and started mouthing over his chest. Blaine's chest was heaving underneath him, while he worked his way down. As soon as he stopped to swirl his tongue around Blaine's left nipple, Blaine let out a loud groan and both of Blaine's hands clamped onto Kurt's head to hold him there.

Bite me, Kurt. Mark me, I want you to mark me. Make me yours.

Kurt raised an eyebrow. "Blaine?"

Blaine was already flushed down to his chest and he threw an arm over his eyes. "Oh, god, Kurt… maybe… should we stop? I'm freaking you out- I'm sorry. I just-god."

Kurt pushed himself up and hovered over Blaine's face. He pulled Blaine's arm down and waited for Blaine to open his eyes. "No, sweetheart, no. You're not. I'm… we're fine. You… you really want that?"

Blaine bit his lip and let out a breathy sigh. "Uhhuh – if you don't, I mean. You don't have to."

Kurt growled and dropped back down to Blaine's chest, immediately covering Blaine's nipple with his mouth. Blaine yelped as Kurt swirled his tongue around before he lightly nipped at the budding flesh with his teeth.

Holy shit Kurt.

"Holy-" Blaine whined, throwing his head back when Kurt moved to his other nipple. He bucked his hips up, grinding his erection into Kurt's stomach. A sudden fit of nerves overcame Kurt – he realized he had no earthly idea of what he was doing.

So good Kurt, so good, think about your mouth on me always, god.

Spurred on by Blaine's frantic thoughts and nonsense babbling, Kurt made his way down Blaine's chest and stomach, sucking and licking spots that started to get the most reaction. He glanced up and Blaine looked blissed out. He lifted himself up a bit and tucked his legs underneath himself, he was oh so hard and oh so turned on but he could wait. This was about Blaine. And suddenly he wasn't worried or scared anymore.

He leaned his head down, licked Blaine's cock from base to tip and Blaine sobbed.

"K-kurt, oh!" Blaine's entire body flexed and Kurt had to reach up to push him back down gently.

Kurt wrapped his hand around the base of Blaine's cock and took a deep breath before he gently wrapped his lips around the head. He swirled his tongue around, already applying pressure along the slit and tasting the precome that was gathered there.

Baby, oh my god. Oh my god, your… your mouth is on me. Holy shit your mouth is on my cock. Jesus Christ, you're going down on me, I can't even look or I'll come, oh my god.

Well, apparently he was doing something right. He slowly sank he mouth down a little further and let his tongue keep most of the pressure against Blaine's cock. One of Blaine's hands started fluttering around his head, just barely flexing in his hair and he could tell Blaine was holding back from really gripping a handful of hair.

He pulled off with a slight swirl of his tongue and glanced back up at Blaine. "You can pull my hair," he said roughly and he cleared his throat – surprised that his voice was affected at all.

"Jesus, Kurt," Blaine groaned and hefted himself up on one elbow. "I—I can't, you're just..holy shit, your mouth-"

Blaine's hips shot up when Kurt pumped his hand, using his saliva to slick his hand, and brought his head back down. He relaxed his jaw and took as much of Blaine in as he could, already knowing he loved the feeling of Blaine's thick, warm, cock inside his mouth. He hollowed out his cheeks and hummed a little in amusement at how Blaine had been pretty much reduced to monosyllabic responses, even in his head.

"Oh, oh god, Kurt… I'm –" Blaine tugged at his hair and Kurt pulled off him with a pop, not quite ready for that yet. Blaine flopped back on the bed and Kurt pumped Blaine's cock, watching as Blaine's whole body flexed and then Blaine cried out as he came, all over his belly and Kurt's hand.

Needyouneedyouneedyouohgodneedyoupleaseohgod.

"Kurt, oh my god," Blaine panted, his hands flexing – trying to reach out for Kurt.

Kurt crawled back up and leaned on his side next to Blaine, careful not to bump his cock against Blaine – he was so close to coming already, he would've never imagined giving a blowjob would've put him so close to the edge. First, he needed to make sure Blaine was okay.

"Okay? Are you kidding? I'm fanfuckingtastic," Blaine breathed. He was panting harshly and Kurt realized he must've said that last part out loud.

Your mouth was perfect, oh my god. I could be happy forever with just your mouth. Want your mouth everywhere.

Kurt splayed his hand on Blaine's chest and smiled. He could be completely satisfied not getting off just knowing he made Blaine happy.

Apparently Blaine had other ideas.

"Don't think I forgot about you, I just needed a second to recover, because that was amazing, my god," Blaine said, whimpering towards the end. He rolled them over, apparently not concerned about the mess at all and pulled Kurt into a sloppy kiss.

I'm going to take care of you, baby. I'll make it so good for you, can't wait to make you come.

Kurt wasn't sure that Blaine would have to do much of anything besides look at him and he'd come but, of course, Blaine being Blaine – he had plans.

Kurt heard the bottle being opened and he whimpered slightly.

Ducking his forehead in the crook of Kurt's neck, Blaine grasped Kurt's cock with his lubed hand. "You're so close, aren't you?"

Kurt nodded, thrusting his hips up to fuck into Blaine's hand. "Oh, oh god, Blaine." He bit his lip and tossed his head back into the pillows, groaning loudly when he felt Blaine's teeth nipping at his collarbone.

I could use my fingers on you, god, that would be so hot. You'd be so tight. Jesus, I do that to myself sometimes and I wish it was you. I could make you come like that. This is so hot, your cock in my hand.

"Bl-aine," Kurt whined, squeezing his eyes shut. Sure, he'd thought about it before. He'd never actually done it to himself. "Y-yeah, oh god. Yeah."

Blaine's head shot up so fast that he almost collided with Kurt's jaw. "You…you want me to – to finger you?" His hand stilled almost completely on Kurt's cock and Kurt wanted to sob.

Kurt nodded, no longer trusting his voice. He reached out and grabbed Blaine's bicep and squeezed, anchoring himself. He was not going to last much longer. He was surprised he had lasted this long.

"Oh, okay, um," Blaine started. He took a deep breath and reached for the bottle of lube, slicking up his fingers again, having let go of Kurt's cock. He pushed slightly on Kurt's legs. "This may… I'm going to go slow, okay? Tell me if it hurts, or you don't like it, or…if you do? I need to know, baby."

Kurt nodded again and reached up to grasp the back of Blaine's neck. "Kiss me, please," he panted.

Blaine kissed him, their tongues moving against each other lazily, as Blaine moved his hand down past Kurt's balls and to his entrance. Kurt gasped into Blaine's mouth when Blaine lightly swirled his finger around his hole.

Easy, baby. It's okay, let me make you feel good, it'll feel so good. Relax and focus on me.

Kurt tightened his grip on Blaine's hair and kept kissing him, nibbling on his lips and sweeping his tongue in and out of his mouth as Blaine slowly pushed his finger inside. It didn't hurt, didn't burn, he only felt a slight stretch which felt… sorta good.

He tried thrusting his hips up against Blaine to gain some friction on his cock but Blaine was angled enough away from him that he just hit air. He whimpered into Blaine's mouth.

"I'll get you there, baby, I promise," Blaine murmured through their kiss. "Are you doing okay?" he asked as he slowly moved his finger, stretching Kurt.

You're so tight, good god can't wait till we get there when I can feel you around my cock. You're doing so good, your ass is so amazing, my god.

Kurt couldn't help the burst of laughter that bubbled up and he shook his head. "Sorry, sorry. Yes, I'm good, great. You can… you can, more. Yes, more."

Blaine reached down and slicked up his other fingers and slowly added a second. "I'd apologize for my head again, but I know you understand by now," he said softly. He slowly moved his fingers in and out, scissoring them slightly. "God, you look so good like this."

"Fuck," Kurt cried out, arching his hips. "Oh, oh my god, you-"

Welcome to your prostate, my love.

Kurt fucked down onto Blaine's fingers and cried out when Blaine rubbed against his prostate again. "Blaine, I'm.. god you have to touch me, I need to come, fuck—"

It didn't take much of anything, as soon as Blaine wrapped his hand around Kurt's cock, Kurt's entire body arched up and he came, crying out Blaine's name and collapsing back down on the bed in a heap.

He felt Blaine's fingers slip from his body and he instantly broke the connection. As soon as he did it, he felt an overwhelming need to be tangled up in Blaine. "Oh, god, Blaine," he sobbed and turned to his side so he could wrap his arms and legs around Blaine's body. "I… I just, oh god."

Blaine tangled himself up in Kurt too and he nodded against Kurt's chest. "I feel it too, holy shit Kurt," he breathed. "You're…you're out, then? I can't see your eyes from here."

Kurt nodded frantically and squeezed his arms tight, holding Blaine as close as he could to him. "I've never felt anything like this, fuck. I can't… I can't, even. Oh my god."

Blaine ran his hands up and down Kurt's back. "Shh, I'm here, I love you, I'm here."

"I love you too, god I love you," Kurt all but sobbed into Blaine's hair. "My mom said it would be intense, but holy shit, I don't think I can even let go of you right now."

Blaine shook his head and squeezed Kurt tight. "So don't."