*Flashback* Catnap (Private, Ace and Xald, Mature)

Ace giggled with a somewhat disconcerting smile and scratched behind her ear. "Good girl." She peered back at Zoe for a moment before closing her eyes again, then drifted asleep.

Zoe fidgeted and squirmed in place, far too energetic to take the nap that Ace was. Her eyes wandered to the kitsune's long, pale legs, her tongue darting out to wet her lips as she started to slowly loosen her leather armor. After a moment she slipped out of it, leaving her in more or less her underwear. She squirmed more and more, letting out soft groans.

Suddenly, a strong vibration would awake Ace from her calm slumber. Her scroll, which was fastened to the back of her sash on her kimono, had alerted her of a call from an ambiguous individual. Ace winced before opening her eyes and reaching back for the device. "Hello?" She said, opening the scroll.

Zoe said nothing, quieting her groans and continuing to fidget, her cheeks and upper body flushed a light red. Her hands wandered aimlessly, though whenever they moved anywhere dangerous she violently jerked them away.

"Yes, of course. I understand." She spoke into the device, making sure that it was only audible to her, and not Zoe. Eventually, she hung up, and returned to her less attentive state, and closed her eyes again. "An evacuation will be here for us shortly. We'll rendezvous with them after some time."

Zoe pouted a bit, looking down at her state of undress. "H-How soon?" She whispered softly, her hands slipping between her legs where she immediately locked them in place.

"I'm sure we have some time. And they won't be showing up here; you can rest assured." Ace rolled over so that she was on her back, and only small portions of her kimono were covering her front. "And calm down a bit, Zoe. You don't need to be so anxious about your relationship with me." She said, knowingly.

Zoe stared very openly at her, bottom lip trembling. "A-Ace... What if... What if I want more?" She asked softly, twiddling her thumbs so quickly they were almost a blur. "M-More from our...relationship?"

Ace's stoic face turned slightly wicked and she peered at Zoe. "Hasty, hasty girl. It's only been a few months you know. And you've not even openly confessed feelings for me." Her cunning mind had set its sights on Zoe a long time ago. It just wasn't until lately that the seeds had started to grow.

Zoe slowly stood, reaching back and unclasping her bra, letting it fall to the ground. Still, her hands came up to cover herself with, and her cheeks burned red. "A-Ace, I want... I want you to t-take me."

"Ermmm..." Ace gave a sideways glance to her partner. "Don't you think you're a bit young yet?" Here eyes glared off at Zoe. "I don't think I'd want to take something so precious from such an innocent child."

Zoe slid onto her knees, giving her her biggest puppy dog eyes. "P-Please Ace..." She whimpered softly, scooching closer to her and slowly letting her arms drop from her chest. "P-Please Ace... I want you to..."

"Well..." Ace sighed. "So long as you're begging like that, I suppose that I can't help it." She allowed her kimono to fully slide off of her body; her hair now being the only thing to cover her indecency.

Zoe managed to blush even deeper, kneeling before her and looking at the ground, embarrassed and unsure of what to do. In a soft whisper, she asked. "Y-You know what to do, r-r-right?"

"Are you asking for help?" Ace chuckled and tilted Zoe's head upward by her chin, then gently kissed her. "I always thought that you'd wanted to impress me, although I guess I can't blame you for something such as this."

Zoe pulled away from the kiss with her eyes half closed and her lips hanging open. She looked up at Ace helplessly, silently begging the elder woman to simply take charge of the situation.

Ace slowly slid her hand down Zoe's stomach, gently leaning her back towards the ground. "Perhaps I should guide you; this is your first time after all, isn't it, my sweet Zoe?" Her teeth sunk slowly into the flesh on Zoe's neck, her fox-like teeth drawing a small trace of blood.

Zoe let out a soft, whimpering gasp at the bite, eyes fluttering closed. "Y-Yes..." She whispered, voice soft and anxious. "W-Will you be gentle?" She asked softly, whimpering.

Ace thought on the request for a moment while she brought her free hand to Zoe's breasts, then whispered in the mouse's ear, "No." She forced herself on Zoe, running her tongue along her bare flesh and roughly caressing her body.

Zoe gasped and moaned at each touch, no matter where her fingers went. Her eyes had equal parts fear and excitement, dread and anticipation. She wanted it, that much was clear, but she was frightened at how Ace was to give it to her.

It was only a few moments that they'd been at it before Ace had to answer another call on her scroll. She spoke quietly into the device, away from Zoe, and eventually hung up. "We should get going soon." Despite this, Ace practically tackled the other Faunus and pressed her hand between the inexperienced girl's legs.

Zoe let out a loud mewl at the touch, sounding less like a mouse and more like a cat. She rolled her hips towards Ace's hand, feeling her worn, flesh colored underwear start to get wet from her touches.

Ace sunk her teeth into Zoe's neck again and began to drag her underwear down to her ankles. She yanked Zoe's hair back gently and pushed her hand inside of her, rubbing rather difficultly against her.

Zoe started to writhe and whimper under her touch, her moans lost to the open forest air. Ace's name slipped from her lips at an increasing pace, and it was obvious that despite only just starting she was growing close.

"You're not exactly tenacious, now are you, Zoe?" Her free hand restrained one of Zoe's and Ace pressed her hips against the mouse's. She rocked back and forth violently, threatening to scrape up Zoe's back if she didn't hold on properly.