By Scarlet

Fandom: Felicity

Pairing: Noel/Ben

Rating: NC-17

Series/Sequel: First story in the 'Break' series

Disclaimer: The characters, and a large portion of the story, belong to Touchstone Television, J. J. Abrams and Matt Reeves. This is a not-for-profit piece of fan fiction, not intended to infringe upon their copyright.

Summary: In the second season episode "Revolutions", we saw Noel and Ben rolling on the floor, then waking up with the mother of all hangovers in Noel's apartment. What happened in between?

Thanks to Sigrid for the beta.

* * * * * * *

How the hell did they end up on the floor, anyway? Noel couldn't remember. One minute they were comparing Bakunin and Marx, next minute they were thrashing against each other on the floor. There had to be a chain of events, some logic to the situation -- but Ben was rolling on top of him again, and they were both drunk and laughing and angry and exhilarated all at the same time and the explanations would have to wait.

It had started out so innocently. After the incident in the pool, Ben had been ordered by the university counselor to take a philosophy class. She obviously thought he had the brains for it and that it would do him some good to use them, although he hated philosophy.

Noel had been appointed teacher's assistant for that class and was initially startled to find Ben among the students. They used to be bitter enemies, or at the very least rivals. The conflict between the two of them had culminated when they both wanted to spend the summer vacation with Felicity, who found herself forced to choose between her first real boyfriend and her long-time high school crush.

Lately, they had become more relaxed around each other. When Noel's girlfriend got pregnant, Ben had offered what little support and understanding he could give. At first Noel had snarled at his clumsy efforts, but eventually they had started talking, and even begun a tentative friendship.

When Ben had asked if Noel could help him sort out some of the finer distinctions of Western Thought, Noel had no objections. They stocked up on food and drink -- Ben seemed to think that studies of Western Thought required enormous quantities of beer -- and settled down comfortably in Noel's apartment.

It wasn't long, however, before the textbooks were abandoned and the two young men immersed in Noel's new video game, Tekken 5.

"You suck!" Ben couldn't believe Noel was beating him at the game. Sure, the guy was a total computer geek, but this was hand-to-hand combat...even if it was just two computer-generated figures doing it. Ben, ever the competitive athlete, had somehow expected to walk away with the victory.

"Oh, I suck, do I? You're dead!" Noel cried triumphantly. Ben dropped the controller and headed for the kitchen. There were beer cans everywhere, emptying at a frightening speed.

"Where are you going?" Noel complained. "You can't walk away!"

"You want another beer?"

"More beer?! How much beer is in there?"

Ben made his way to the fridge, almost tripping over a book. "There's two more. That means...we gotta go to a bar."

Noel was too excited to comment, he was taking advantage of Ben's absence from the game. "Oh, my god, I am *wickedly* kicking your ass!" He added, more to himself: "Which I've always wanted to do. Always..."

Noel heard the confession slipping from his lips, but he was a little too drunk to regret it and Ben was a little too drunk to care. They both knew it was true anyway.

Ben took the second last beer for himself and tossed the very last one to Noel. "Here."

But he had overestimated Noel's capacity, or underestimated his drunkenness, or both, because the beer can hit Noel in his head, making him double over in pain. The sight was so comical that Ben burst out in a fit of drunken laughter.

Noel growled with pain and anger. "Damnit, you did that on purpose! Damnit!"

Ben made a visible effort to control himself. "I'm sorry." He tried harder. "I'm very sorry!" Noel kept grimacing and moaning, and Ben desperately wanted to set things right. "Here, you know what? Hit me back."

"What?!"

"Just hit me. Hit me back."

"No, I'm not gonna hit you!"

Ben knew Noel to be a soft-spoken, non-violent intellectual and didn't really expect him to act upon the offer, but he felt so guilty and didn't know what else to say. "Come on, it's pay back. I hit you -- you hit me."

"I'm not gonna hit you..."

"Come on, you always wanted to kick my ass. Come on..."

Noel slammed Ben in the face. Hard.

Ben reeled and fell to the floor. A long moment later he slowly looked up, massaging his jaw and staring at Noel in disbelief.

Noel was shocked by his own behaviour. Well, the guy had asked for it, even begged for it, so everything should be all right now. He held out his hand to help Ben get up...

...but Ben sent him to the floor with a furious tackle.

They fell over an end table, smashing a lamp and upending the TV set in the process. Soon they were rolling on the floor, enthusiastically wrestling.

Ben was perhaps more physically fit, but Noel was bigger and heavier. He remembered from a long-ago judo class how to position himself on Ben's ribcage to make him stay in place. 'Always wanted to put you in your place,' he thought. 'Always.'

But Ben was quick and a more experienced wrestler. He wriggled out of Noel's grip and managed to reverse their positions. If Noel had been kicking his ass in the video game, it looked as if the opposite could happen in the real world.

The struggle continued, neither of them wanting to quit. It was much too fun and they were both too drunk to notice that they were actually bruising each other, not to mention making a disaster area out of Noel's apartment.

When Ben was on top for approximately the eleventh time, he was panting, his breath hot on Noel's neck. He was ready to call it a day and said so.

"You wanna quit?"

"Are you giving up?" Noel was tired, but he was still bucking and thrashing even as Ben straddled his hips.

"Excuse me, teacher, but *you're* hardly in a position to ask *me* to give up. I'm just getting tired of this. How about another game and that last beer?"

"Never!" Noel tried again, unsuccessfully, to throw Ben off. It was quite a bumpy ride for Ben, who nevertheless managed to get hold of Noel's hands and press them down onto the floor above his head.

"I'm willing to call it a draw," Ben suggested.

"Where's your -- fighting -- spirit?" Noel panted.

Ben sighed deeply. Then he got a wicked idea and planted a loud, smacking kiss on Noel's bruised lips.

Noel froze as expected and Ben smiled at his stunned statement. "Now, how about that beer?"

Noel had enjoyed the fight -- hadn't experienced anything like it since third grade -- but he was still mad at Ben and jumped at the opportunity to insult him. "You're -- you're a lousy kisser."

"Oh yeah? Ask Felicity if I'm a lousy kisser."

The insult had backfired. Noel's face turned dark red and he tried with all his strength to throw Ben off, but the younger man had a firm hold on his opponent.

"No, I'm sorry. Sorry about that." Ben looked a little sheepish. "I didn't mean...I mean, I can do better. Here... " And he bent down and kissed Noel's flushed lips again, not as a joke this time, but slowly, carefully, even tenderly, as if to show he could.

Noel was too shocked to resist. Ben's lips were soft and very warm after the wrestling match. When he skillfully ended the kiss and looked down on the bigger man questioningly, Noel stuttered: "Well, I...well, yeah...well, that was better." He swallowed. "B-but I'm definitely a better kisser."

Ben's mouth curved into his most mischievous smile. "Yeah?"

"Yeah. Come on, I'll show you. Come on..." Noel's competitive streak had been awakened and he was determined to win this game, or at least give Ben a serious run for his money. 'Thinks he's such a hotshot. I could teach this stupid jock a lesson or two...'

There was laughter in Ben's eyes as he bent down to Noel's face once again, this time to passively receive a drunken kiss from Noel's generous lips.

"I dunno, that wasn't the best kiss I've had," Ben slurred.

Noel frowned. "That's because I can't do it properly in this stupid position...will you get off me?"

Ben complied and laid down on his side; he was tired of fighting anyway. Noel rested on his elbow and almost squinted as he tried to focus on Ben's mouth. "Are you ready?" Ben nodded, still amused, and Noel slowly leaned closer, steadying himself with a grip on Ben's shoulder. When their lips met, Noel opened his mouth and gently made contact with the other man's tongue.

He had loved kissing Felicity just like this, but kissing Ben was another thing entirely. Ben's mouth tasted of beer and blood, and his body felt very different from Felicity's or Ruby's or Hanna's. Ben's shoulders were broad, and Noel could feel strong, hard muscle where he was used to soft curves. This was a very unusual experience.

It was even stranger to feel, more than hear, Ben softly moan into his mouth before they sank back on the floor again, with Noel on top this time and with movements that didn't look like wrestling at all.

Of course Noel lost Ben's mouth in the process of sinking to the floor. And of course Ben had to tease him about it.

"You were doing pretty good there for a while, but that was an incredibly sloppy ending!"

"Hey, that was your fault -- you're the one who moved! Now lie still for a change and maybe you'll learn something."

Methodically, as always, Noel bent to his task again. His clothes were in disarray from the fight and Ben's warm hands had somehow found their way inside his flannel shirt. They were stroking his back in widening circles, a little absent- mindedly, as if Ben didn't know what he was doing, or whose back he was doing it to.

Noel couldn't stop a shiver and pressed himself full length to the body under him. Then, in a shocking glimpse of clarity, he realized what he was doing -- what they were doing. He slowly withdrew his lips and stared into Ben's grinning face.

"OK, that wasn't so bad," Ben admitted. Then he shocked Noel again by grasping his thick, dark brown hair and whispering in his ear: "But I bet I'm bigger than you."

Noel shook his head, not so much as an answer as an effort to clear his brain. They both knew Noel was taller, so what was he talking about? But then Ben grabbed Noel's right hand and pressed it to the zipper of Ben's blue jeans. There was only challenge in Ben's eyes now, and the boyish smile was gone.

Noel opened his mouth and closed it again. He couldn't think of one intelligent thing to say. Maybe there was a time for intelligent sayings, and a time for...not so intelligent pastimes. The part of his mind that was still functioning wanted to accept the challenge, and the part that voiced objections was too weakened by the beer, the fight and the other sensations to make itself heard.

Noel wanted his hand back. Ben reluctantly let go. After exchanging a look of understanding, both men unzipped their pants and hesitantly, a little clumsily brought out the objects for examination. Both noticed that the other had the beginning of an erection.

Ben moved closer, determined to make the comparison with scientific accuracy. "What did I tell you? I'm bigger."

'Well, he sure couldn't be any closer.' Noel looked down on his cock right next to Ben's. They were almost touching. The sight didn't make sense to his usually clever mind. It was as if he was watching one of those weird, artsy, European movies with subtitles that Hanna was so fond of: He didn't have a clue to what it was supposed to mean. He seemed to play a part in the movie, however, because when he opened his mouth he heard himself say:

"You're not bigger, you're just harder right now. I'll show you ... " And he reached for his organ, but couldn't avoid brushing Ben's, too. Ben inhaled sharply and looked at Noel with naked wonder.

Noel tried to pull his hand away, but Ben was quick and strong and caught Noel's fingers, wrapping them around both men's erections. Now their cocks were trapped inside of a firm double grip and the friction had a very interesting effect on their nerve endings.

"I think *I'm* bigger now," Noel whispered.

"Liar." Ben squeezed a little harder. "See for yourself."

Noel saw, and the sight of their joined hands around their erections pressed together was unbelievable. He could hardly believe his other senses either -- the sound of Ben's ragged breathing, the pressure on his hardening member and the strangest sensation of all: The musky, surprisingly pleasant scent of another aroused male. "You know, Noel," Ben mused, "I'd say we're both big."

Noel nodded and swallowed, expecting Ben to release his grip now that they had decided to call it a draw, but instead Ben began to very slowly move his hand. Noel's hand was trapped under Ben's, and now they were stroking their hard-ons in unison. Noel gasped with amazement -- and another feeling that he didn't want to put a name on -- but he couldn't make himself resist the touch. Noel couldn't remember ever having been more aroused. The accident with the beer can had got his adrenalin pumping and the wrestling match had been exhilarating. Ben had felt so good next to him, under him and over him, lean and hard and warm and smelling of clean, masculine sweat. It had been an intensely sensual experience and somewhere along the way it had just...taken a slightly different turn.

Noel was a little uncomfortable on the hard floor and it was more than a little embarrassing to keep looking at Ben. He put his free arm around Ben's broad shoulders and pulled him closer, burying his face in the crook of his neck, allowing himself to get lost in the scent of Ben for a moment.

Ben was still stroking their erections, setting the pace for them. He surprised Noel by not increasing the speed as their arousal built, but keeping the movement slow, then even slower as if he wanted to prolong the moment forever.

Noel could feel the agitated pulse under his lips on Ben's neck. Suddenly Ben threw his head back and tensed. There was a loud moan, but Noel couldn't tell which man the sound was coming from -- maybe both. When he felt their cocks suddenly slippery in his grip, he understood that Ben had climaxed, and the understanding went straight to his insides.

'I made Ben come,' he thought. 'My god.'

Excited by this revelation and the slippery feeling, he thrust violently into his hand -- into their hands, still joined -- and gave himself over to a shattering orgasm that was the climax not only of their childish competition, or of their playful fight, or even of the whole evening, but of all the mixed emotions he had felt for Ben from the very first time they met.

Noel slowly lifted his head and met Ben's blue-grey eyes. There was something he needed to say, some clever phrase he'd heard back when he was the resident advisor at Kelvin Hall. Finally, he remembered.

"It's not...a gay thing," he explained hoarsely. "You know? It's a guy thing."

Ben nodded very slowly with a look of total incomprehension. "Whatever." And fell asleep.

'Can you believe that,' Noel thought. 'Prince Charming, asleep on the floor as soon as he's satisfied. What are the girls seeing in him, anyway?'

He persuaded his aching body to get up from the floor and move to the bathroom, where he relieved himself and cleaned himself up. He washed his semen and Ben's off his hands and reeled a little when he accidentally happened to think about exactly what he was doing.

'We had too much to drink,' he thought. 'We had way too much to drink and we got into a fight. And that's all I'm going to remember.'

He stumbled back into the living room, where Ben was snoring loudly on the floor. Noel dropped down on the sofa and was instantly asleep.

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