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Though She had relaxed a little, Zero Three\'s whole body went stiff the moment Sam\'s lips touched hers.

He kept it short, of course. Knowing it was her first, he wanted to be careful not to overwhelm her right away so he stepped backed and observed her reaction.

Three seemed to be a little shocked. She slowly raised her right hand a touched her thin cherry lips, a few seconds later her eyes began to sparkle as her aura changed quite a bit.

Noticing that Sam was watching her with a smile the young Valkyrie blushed once more. Not saying a word Sam went in and took another kiss, this time lasting far longer than the first.

\'Does this mean… that he likes me…?\' Three Thought as the strange feeling in her chest continued to grow.

She had never seen herself doing something like this for all the time she had been around, especially not with the man they referred to by Doctor.

Ever since the day they first met, that man had been nothing more than a source of annoyance to her. He always looked angry and tired and never seemed that pleased when dealing with her and her fellow Valkyries.

Something changed at some point and he started showing some care toward them. Now they have become close enough to be doing something like this and three began to feel that this is what she wanted from him all along.

"Doctor…"

Twisting her body a little she placed a hand on his chest and leaned against him, moving in for another kiss without noticing she was doing it.

As they make out, Sam couldn\'t help but think of how cute she was. It didn\'t take long for her to overcome her embarrassment and was now showing how she truly felt about him causing him to experience quite a bit of happiness.

He slowly caressed her back, his other hand on her slender legs. In terms of size Three wasn\'t that smaller than Shizuru, however her flat chest made her seem much younger, though it contributed greatly to her overwhelming cuteness.

Separating their mouths to take a short break, the young Valkyrie took a deep breath then let it out in a sweet exhale. She then looked up at Sam and though their faces were closer than before, with their bodies glued to each other, she didn\'t avert her gaze continuing to look into his eyes as if in a daze.

"Doctor… we have kissed so many times…" she said.

"We sure did." Sam replied, brushing her long brown hair with a smile.

"Does this mean… does this mean that you like me, Doctor?" As she asked that question, the young Valkyrie cast her eyes down. "I haven\'t been nice to you, even when you\'ve been taking care of us. And yet you…"

"Hmm… well, I\'ve always thought that Three is really cute." Sam said. "But I didn\'t like it when you were so rude to me."

"Is… that so…"

"But that has changed." He quickly added, prompting her to look up again. "You are my personal Valkyrie now. Of course I like you."

Three remained silent, taking a few seconds to process what she had just heard. Pursing her lips, she hardened her resolve and suppressed her embarrassment before asking.

"Then… can we kiss again?"

Not waiting a single second, Sam moved in and granted her request. He didn\'t expect her to actually voice it herself, but the face she made as she did was so lovable he felt his heart skip a beat.

He felt her body twitch a little, it was then when he noticed that his left hand had sneaked its way under her skirt. Without separating their mouths he grabbed her arm and turned her body around.

Three noticed something stiff pressing against her bottom, however it slipped her mind the next instant as she felt Sam\'s hand touch the soft bump on her chest.

"Ah!" She gasped unintentionally separating from his mouth.

That didn\'t last long as Sam kissed her again, but as he continued to touch her in strange places she couldn\'t help but wriggle trying to escape his hold.

A strange feeling was filling her body, growing only stronger when Sam slipped his left hand into the gap between her thighs. Alarm bells began to ring inside her head but in the end she couldn\'t do anything.

Using his middle and ring finger, Sam gently rubbed her secret spot which was already quite moist. He could tell that she was wearing her one piece swimsuit underneath instead of the battle suit, and that made it easier to feel her chest as he massaged it with his other hand, surprised by it\'s softness despite how flat it usually looked.

With her lips sealed, Zero Three\'s body suddenly went stiff as she climaxed for the first time. She didn\'t understand what was going on with her, only that Sam had somehow managed to release the heat which had been gathering under her belly by rubbing her crotch.

Being touch in that place felt really wierd at first, but for some reason she soon found herself enjoying it wanting to experience the sudden rush of pleasure once more.

Her body relaxed after a few seconds and Sam let go of her lips. A peculiar warmth spread across her body as she puffed heated breaths, realizing a moment later the mess that happened between her legs panicking as she thought she had just peed herself.

With shame reigniting her embarrassment Three turned to look at Sam afraid to see how he would react. She didn\'t know what to expect, but one thing for sure is that she didn\'t see him kissing her.

"Three…" looking her in the eyes, Sam spoke in a serious tone. "Take your clothes off."

~♡~

Completely speechless, Three stood in her place watching as Sam began to strip. Putting aside his lab coat the man noticed that she has yet to move so he turned to face her with a slight frown.

"Is something wrong, Three?" Sam asked. Obviously he already had an idea on why she\'s hesitating, however he thought that she would be fine since she already came once.

"Uh… um… I…" the young Valkyrie stuttered, not knowing how she should go about telling him how she feels.

"Could it be… are you too embarrassed to do it?" Sam spoke in a teasing tone. "This isn\'t the first time I see you without clothes, right?"

"Well… it\'s… different…" Three said, twiddling her fingers awkwardly. "Can\'t we… can\'t we keep them on?"

She didn\'t understand why but letting him see her naked body sounded too much for her right now.

"Well, we can." Sam replied. "But we will end up removing them at some point anyway so…"

Seeing that she was still hesitating, Sam went back to stripping himself hoping that it would make her feel less embarrassed about it. It had the opposite effect though as she ended up watching him all the way until he was in nothing but his underwear.

Her eyes were wide as she took in the sight of his body. His skin was pale from all the time he spends inside, and though he barely exercised in a long while his muscles were quite toned without a single bit of fat in sight.

It was her first time seeing the body of an adult male with her own eyes so she was quite surprised by how different it looked from those of Valkyries, which are supposed to be made after human females.

"Want some help?"

Hearing him ask her that question the young Valkyrie snapped back to reality, her face going red once more. Though she was reluctant to do it she began removing her uniform and soon enough she was down to her swimsuit.

Seeing that he was still watching her silently she began removing it as well revealing a series of tan lines that followed its distinct shape.

Once she had nothing on it became very difficult for her to look him in the eye, and as her mind became a mess from embarrassment, fear and excitement she noticed his feet as he suddenly appeared in front of her.

Seeing his hand move Three stiffened a little. He brushed a few strands aside and slowly caressed her left cheek. He then placed a hand under her chin and made her raise her head.

"You look so beautiful, Three." Sam said as he leaned in for a kiss.

Three still didn\'t understand what\'s going on but her body moved on its own, getting on her tip toes as she tried to meet him, their bodies touching in several places as they exchanged another kiss. Three immediately understood how different it felt without the thin fabric separating them, but her mind was soon brought down to the strange bulge covered by his underwear.

She was going to ask him about it when the kiss ended, but before she could Sam picked her in princess carry then placed her down on bed. Her curiosity was satisfied soon though as he took his boxers off and revealed to her what could be the biggest difference between them.