By Scarlet

Fandom: Felicity

Pairing: Noel/Ben

Rating: NC-17

Series/Sequel: Part 3 in the 'Break' series.

Disclaimer: The adorable characters belong to Touchstone Television and were created by J. J. Abrams and Matt Reeves. This is a not-for-profit piece of fan fiction, not intended to infringe upon their copyright.

Summary: Noel and Ben deal with the situation.

Note: I painted myself into a corner here. This story takes place towards the end of the second season, after Ben Was Here, but before Final Answer ... which is impossible. Can we just pretend that a few more days passed between those two episodes, OK?

Thanks to kira-nerys for the beta.

* * * * * * *

Noel was having a lunch sandwich at Epstein Bar while preparing for his next philosophy class. The students had been depressingly passive so far, but maybe that would change when it was time to introduce Sartre. College kids always loved Sartre. He smirked inwards, reminding himself that he, too, was still no more than a college kid, even if he had advanced to the position of Teacher's Assistant.

"Hey." Ben was in front of him, hand on the back of the chair, as if waiting for permission to sit down.

"Hi, Ben." Noel smiled, not attempting to hide his surprise. "I didn't see you come in."

"Sorry if I interrupted you. Work?" Ben nodded at the pile of books. "Yeah."

Ben nodded, changed his grip on the chair a couple of times, and half turned. "I'm not gonna disturb you, then."

Ben clearly had something on his mind, and Noel's curiosity was awakened. He also wondered, despite himself, if Ben was going to say anything even remotely related to his own problems. For days, or rather nights, he had been having disturbing, decidedly erotic dreams about Ben, and he still couldn't figure out where they were coming from.

"No, sit." Noel nodded at the opposite chair. "I was getting finished anyway." Not true, but he wouldn't have been able to concentrate on the History of Western Thought without hearing what Ben wanted.

Ben sank down onto the chair. A waitress appeared in the ensuing silence and took his order.

"You look tired," Noel remarked.

Ben smiled uneasily. "I didn't get all that much sleep last night."

"I'm sorry. I slept like the dead myself. Did I snore or anything?"

Ben's tuna sandwich arrived and he attacked it greedily. Noel kept talking, a little nervously. "That was really great of you to ... " He hesitated, dismissing 'share your bed' and a number of other alternatives for sounding too intimate, and settled for " ... put me up for the night."

Ben swallowed another bite of the sandwich, opened his mouth, changed his mind, drank some water and opened his mouth again.

"We had sex, Noel."

For one moment Noel froze, horrified, then he let out a sound somewhere between a snort and a laugh. "Yeah, sure. This is your idea of humor?"

"I'm serious." And Ben looked it.

Noel felt anger rising inside, making him first hot and then cold. "I don't know about you, but I usually remember when I have sex with somebody," he snapped.

"You were asleep. You did it in your sleep." There was no accusation in Ben's neutral voice, but Noel cringed at his use of words.

"What did I do in my sleep?" Noel forced himself to say it, still hoping that Ben was trying to make a stupid joke.

"You pulled off my blanket, rolled on top of me, and moved as if you were in bed with a girl," Ben recounted in a low, even voice, as if he had been rehearsing, or as if he didn't quite want to listen to his own story. He looked down on the table and continued, in a voice so low that Noel reluctantly had to lean in closer to hear him:

"And even though we still had our boxers on, the friction was enough to make us both climax." He had clearly been rehearsing; he sounded as if he was reading from a biology text book.

"How do you know I ... climaxed if I was still in my boxers?" Noel's voice was almost inaudible, and he, too, was studying the table as if it held the key to the global warming problem.

"From the sounds you made. And from the way you relaxed afterwards."

"For the last time, Ben, tell me this is a joke."

"No joke."

Noel blushed easily, and this was one of those occasions. "I didn't even know two guys could do it like that," he almost whispered.

"All I know is that last night, two guys did."

There was a brief moment of silence, until Noel rose and almost overturned the table. "Damn, my class! I have to go." He looked at Ben. "This is your philosophy class. Coming?"

Ben swallowed and nodded. He didn't want any problem with Dr. Pavone.

* * * * *

They didn't say a word on the way to class, but Ben stayed in the classroom afterwards. He waited while Ruby told Noel how his lecture had been more 'inspiring' and 'alive' than ever before, and while Noel replied that maybe he was becoming more relaxed now that he was getting used to teaching.

Only the two of them were left when Ben approached Noel. "We have to talk."

"We talked. There's more?"

"Don't you think there's enough to talk about?" There was more than a touch of indignation in Ben's voice.

"From the way you described it, no," Noel replied coldly.

Ben's face hardened. "All right, I can always talk to someone else. Maybe someone in the Dean's office will be interested in hearing about TA's having sex with their younger students ... "

"Wait!" Noel looked around nervously, making sure that no one else could hear them. He was only one year older than Ben, but his position as TA might be in jeopardy if Ben decided to report him for sexual harassment. But that was ridiculous. Ben would never do that ... would he?

"Are-are you threatening me?"

"Yes! Unless you're willing to talk about this! I'm not making it up, I'm not used to things like that happening, and I need to talk it out!"

Ben calmed down after the outburst, sighed and shook his head. "Listen to me, I'm sounding like Felicity. Are you staying at the loft tonight?"

"No, Tracy and his friend finally fixed our apartment." Noel paused. "Elena is visiting her dad, so maybe you could ... " His voice trailed off.

"Come over to your place? Sure."

They quickly agreed that eight would be a good time, and Ben was halfway out the door when Noel called him back. He had just thought of something.

"Ben ... why didn't you just stop me?"

Ben drew a deep breath. "Beats me to hell and back, Noel. That's why we need to talk." He was gone.

* * * * *

Noel glanced nervously at his watch for the twentieth time that evening. He thought about making coffee, but remembered that Ben worked at Dean & Deluca and probably had enough coffee during his working hours. And he didn't even know if Ben liked tea. He certainly knew that he liked beer, but there was no way he would risk getting drunk with Ben, never again.

He jumped when the doorbell rang.

Ben was content with a soft drink. His hair was slightly damp, so either he was coming from the shower, or it had been raining. He seemed fairly relaxed now, compared to earlier that day.

"So ... " Noel commenced, after the usual greetings and small talk.

"So," Ben agreed.

"You're the one who wanted to talk."

"I didn't just want to talk," Ben said suddenly, as if grasping an opportunity. "I think we should do it again."

"Wha--"

Ben chuckled quietly at Noel's open-mouthed shock. "OK, I don't know how to say this, so I'm just gonna say it. You don't remember what happened last night. I do. And I also remember, just really vaguely, that something happened that night when we were supposed to be studying and then got drunk and got into a fight."

Noel nodded mutely. He had been having his own suspicions about that night.

"And, you know, these really vague, dream-like kind of memories are driving me crazy. I don't want to have memories about you, unless you have them too. You know what I mean?"

"I think so," Noel said after a while.

Ben studied his hands for a moment, then looked at Noel. "That's why I think we should do it again, for real, when we're both awake and sober and conscious and know what we're doing. 'Cause I don't know how to get this out of my system if we don't."

Noel's hazel eyes widened with understanding. "Out of your system," he repeated. "You have a point there."

The logic of the argument appealed to Noel. He had been plagued by dreams and fantasies about Ben, and now Ben was suggesting a cure. Noel wanted Ben 'out of his system', so he could concentrate on his studies and maybe work on his disastrous love life. But when he thought about just what the cure comprised, his stomach knotted into a tight ball.

"You have a point, " he stated, bravely. "So what do you suggest we do?"

"I suggest we take our clothes off and go to bed," Ben answered flatly. He sounded as if preparing for an athletic event.

And that attitude was just what Noel needed to keep him from blushing furiously and babbling uncontrollably. If this was the game his archrival, Ben the swimmer, the runner and the ladies' man, wanted to play, he wasn't backing out. If Ben wanted a chicken race into Noel's bed, he'd better fasten his seatbelt.

Noel put his glass away. "I was just going to take a shower," he declared. "You just ... make yourself comfortable. All right?"

A shadow of a smile played along Ben's lips as he nodded.

Noel came out of the shower dressed only in a robe and his determination. His heart was beating so hard he expected it to wake up any sleeping neighbors. He had mixed reactions to seeing Ben, undressed, waiting in the turned-down bed -- on one hand, the sight scared him to death, on the other, he was grateful that they at least didn't have to get undressed together. That would have been a little too embarrassing.

Noel slipped in between the sheets and managed to get rid of the robe at the same time, but the rest didn't follow quite as smoothly. 'Now what on earth am I going to do?' He remained raised on his elbow, nervously watching but not yet touching the other naked man in his bed. Where the hell were they supposed to start?

* * * * *

'So far so good,' Ben thought, when they were both safely in bed. He had appreciated the chance to undress and get under the covers before Noel came back from the shower. For one thing, he wasn't too eager to do any preliminaries standing up. Noel was taller, and Ben wasn't sure of how to handle that -- he was willing to suggest an experiment, but he wasn't quite ready to be the girl!

"Why don't you show me what happened last night?" Noel said, as calmly as if he had suggested a brisk walk in the park.

Noel's initiative took Ben by surprise, but, he told himself, 'all right. I can do that. That's a place to start.'

But somehow he couldn't just throw himself on top of Noel as if they were enacting The Rape of Lucrece. Instead, he tentatively reached out and touched Noel's shoulder. Noel didn't flinch, so Ben let his hand glide down Noel's arm. It was quite muscular under that smooth skin. 'For a total computer geek, he's in pretty good shape.' Ben filed the information away for later.

"Can I kiss you ?" he suddenly heard himself say.

He got no answer, so he forced himself to look up into Noel's mildly shocked eyes.

"Sure," Noel answered, still looking shocked and wetting his lips nervously. Or was it in anticipation? Ben stopped worrying about that and took him up on the offer. Noel's full, sensuous lips felt incredibly good against his own, just as he had expected ... just as he remembered. They stared at each other in mutual realization.

Noel spoke first. "We've done this before."

"I think you're right," Ben murmured. "This is what happened after that fight. And I thought I just had a wet dream."

"That's what I thought I had last night," Noel confessed, just before Ben kissed him again. This time it lasted much longer, while both men tried to find out, to remember, as much as possible about how the other felt and tasted and even sounded under the exploring lips and tongues.

Their hearts were beating and chests heaving when they found the time to look at each other again. Noel was on his back now, his head resting on the pillow, and Ben had finally followed his suggestion and rolled on top of the solid body. He shifted a few times and smiled knowingly at Noel. He didn't have to look down to tell that they were both hard.

"This is where you had me last night," Ben explained, still smiling.

"And you didn't just throw me off and kick me out of your bed and your room and your loft and your life? Why?"

"Because then you started to move like this ... "

Noel closed his eyes when he felt the exquisite pressure on his erection ebb and flow and change with Ben's controlled, almost lazy movements. Then he felt his swollen cock making contact with its counterpart and moaned softly.

Ben was watching Noel come apart at the seams with lust, and the sight sent a thrill through him, through the haze of his own arousal. He was doing this to Noel, making him lose control like this. And yesterday, he wasn't even sure if what they had been doing really counted as sex.

'This is having sex,' Ben decided, as his blood sang and every cell of his skin seemed to vibrate with the sensations he and Noel created together.

'This is two guys having sex,' he thought, and shivered all over when he experienced, for the first time, how another hairy chest brushed his own.

'This is me having sex with Noel.'

It was just too much. With a muffled growl, he grabbed Noel by the shoulders and kissed him ferociously. Noel kissed him back, running his hands all over Ben's upper body and up his neck and through his hair, before sending them downward again in search of a way to press their bodies even closer together.

Finally, Noel's hands found rest on the firm mounds that were Ben's ass. He let his hungry hands caress, clutch and pinch and Ben squirmed in renewed delight. When one of Noel's fingers trailed a feather-light path between his ass cheeks, Ben thought he would blow a fuse. He stilled and tried to breathe more slowly. He didn't quite succeed.

"Noel, I'm gonna come from this," he whispered.

"Okay," was Noel's only comment.

Noel's intimate caress continued and intensified as Ben got closer to oblivion. In an effort to prolong the sensation, Ben lifted himself up slightly, until only his throbbing cock touched Noel's stomach, which was slippery with sweat and drops of pre-ejaculate from both of them, and rubbed himself against the other's hot body with strokes so slow that they craved almost all of his self-control.

When Noel mercilessly pressed a fingertip inside him, Ben's brain exploded and the rest of him shook with the powerful orgasm. He let out a long groan and sank down in a quivering heap on top of Noel before he remembered his manners and moved to lie beside his schoolmate. Without thinking, or even taking the time to catch his breath, he grabbed Noel's abandoned and very hard cock in a firm grip. It didn't take him long to bring his friend to a whimpering climax.

They lay in silence for a while, almost drifting off to sleep, while pulse and breathing returned to normal.

Then Noel spoke. "Damn."

Ben cautiously lifted his head. "What?"

"Now I have to take another shower."

Ben fell back on the pillow with a chuckle. "Yes. You do."

"And so do you."

They looked at one another again, still unsure of what they were to each other and how they were supposed to act now.

"You can go first if you want," Noel offered.

"Thanks. I've got work tomorrow -- " Ben rose and grabbed his clothes on his way to the bathroom " -- and I really should be going."

"You don't have to," Noel said, matter-of-factly. "Go."

Ben didn't really catch the meaning, so he just waited.

Noel finally smiled then, so softly that Ben almost couldn't believe it was the same man who had so reluctantly invited him here.

"I don't think I've got you out of my system just yet," Noel admitted. Something started to tingle inside Ben's stomach, but he just gave Noel one of his boyish, mischievous smiles. "Sounds as if we have more homework to do," he noted and went for a much needed shower.

* * * * *

After showering, they had a couple of sandwiches in Noel's kitchen.

"Have you ever ... before?" Noel asked.

Ben didn't have to ask what he meant. "I can't say I never touched another guy before," he explained, wiping breadcrumbs from his chin. "When I was younger ... there was some experimentation. You know."

Noel didn't look as if he knew, so Ben had to elaborate. "We used to read some magazines together, which lead to jerking off together, which ultimately led to jerking each other off. We were just curious. And you?"

"I'm afraid I am ... I was ... a total virgin in that department," Noel said with a little smile.

Ben lost himself in memories for a few seconds. "I can't say I ever kissed a guy before, though."

Noel rose from the table. "Are you finished?"

"I'm finished ... and I'm ready." Ben's voice was dripping with innuendo.

Noel put the plates in the sink, but he had no intention of doing any dishes at the moment. When he turned around, Ben was there to meet him.

Ben had always liked a challenge, and now he silently challenged himself to go on to another level of experimentation. Ignoring his beating heart, he slowly put his arms around Noel's neck, gently pulled his head down and kissed him.

Having to reach up for the kiss, and pressing his body full length against Noel's tall frame, was much more of a challenge to Ben's masculinity than it had been to be naked in bed with Noel an hour before. 'This is weird,' Ben thought to himself. 'Weird, but with a little practice, I could get used to it.'

He felt Noel's hot breath on his neck, then a low voice in his ear: "You want to go back to bed?"

"Yeah."

* * * * *

This time, Noel promised himself, he would take the initiative. It wouldn't do to let Ben call all the shots here.

What little they had on was hurriedly disposed of, and they couldn't get into bed quickly enough. This time, there was no hesitation. The kiss in the kitchen had set their young, restless bodies on fire again. Noel let his hands run free over Ben's athletic body, enjoying every square inch of smooth skin over hard, lean muscle. Noel had once been jealous of Ben for his physique, but that was in the past. Now the muscular legs, the broad swimmer's shoulders and the nice, taut backside was laid out all for his enjoyment! Noel felt as if he had been invited to a royal banquet.

"Do you like this?"

Noel could only gasp when Ben first lightly brushed, then pinched his right nipple.

"Me too," Ben grinned.

"You know what else I like?" Noel got out between gasps.

"What?"

"Lie still and I'll show you."

Ben fell down on his back, eyes shining with anticipation. Noel drew a deep breath and mustered all his courage. He was planning to give the first blow job in his life, and he wanted it to be good, because he wanted Ben to reward him in exactly the same way afterwards.

Noel had meant to go right at it, since he knew Ben was more than ready and didn't have to be seduced like a virgin on the wedding night. But first, he couldn't resist kissing Ben's neck and shoulders red and swollen. He tasted so good and smelled so nice. Noel sniffed around in the light brown hair on Ben's chest. He licked a nipple and watched it tighten, blew cool air on it and heard Ben gasp. That was fun. He gave the other nipple a lick, but then he took it between his teeth and sucked hard. The effect was beyond his expectations. Ben groaned helplessly and arched his body under him.

Noel released the nipple to look up into Ben's flushed face. With parted lips and heavy eyelids, it was a delicious picture of carnal desire. 'I wonder if I could make him come like that? Maybe another time.'

Noel slowly continued his southbound journey, tracing a path with his lips down Ben's muscular midriff. Ben no doubt suspected what he was up to, because he was moaning and clawing at the rumpled sheets in frustration. A whisper very much like 'oh my god' left Ben's lips as he struggled to catch his breath.

When Noel had reached his rigid goal, he just gently blew on it at first. This resulted in a desperate hiss: "Noel ... dammit!"

Much as Noel could understand Ben's impatience, he was not going to rush his first try at something as big as sucking off another man. He had been on the receiving end a few times, with girlfriends, and knew it to be a very pleasurable experience. No doubt Ben had had his share, too.

'Wonder if he can feel the difference?' Noel thought, as the tip of his tongue brushed Ben's aching cock for the first time, just below the head. Ben gasped again and Noel continued his trail of thought: 'Does it feel the same if it's a man or a woman doing it ... or does a guy do it better?'

He explored the swollen cockhead with lips and tongue and he was obviously doing well enough, since Ben was writhing and moaning as if in agony. A bead of precome formed on the glistening head and after some consideration, Noel licked it off. It tasted salty, but not bad.

"Noel ... please!" Ben was almost sobbing now and Noel finally took pity on him. He wrapped his hand around the straining shaft and pumped hard while he continued sucking on the head. When a buzzing vibration told him Ben was getting close, he released the cock from his mouth and just worked Ben with his hand.

Noel watched with interest how a load of semen splattered on Ben's stomach. Ben continued to moan and gasp for long moments, until he finally stilled and lay silent and immobile on the ruffled bed.

Noel reached for the box of Kleenex he kept by the bed -- they often came in handy for a healthy young man -- and wiped Ben off. He then lay down and waited for his friend to come back from the dead.

Now that Noel had the time, he could assess the situation. 'I did good', he decided. 'I must have done pretty good, or he wouldn't have sounded like that. And now it's my turn. When Ben wakes up, he's going to ... ' A rush of heat shot up through Noel's stomach, but he made himself undergo the sweet torture of formulating the forbidden words in his mind. 'He's going to suck me off. And just a few days ago, that was my most secret fantasy.'

A wave of unexplicable happiness went through Noel, and without thinking, he put his arm around Ben and hugged him close. Ben stirred, blinked, and muttered, "Hi there."

"Hello, sleeping beauty," Noel teased. "Do you always pass out like that?"

"Only when I get kissed like that," Ben murmured in a sleepy voice. He blinked again. "If you're the prince, you got it backwards. You're supposed to kiss me awake, not put me in a coma."

"I'm really sorry," Noel replied, but he didn't feel sorry at all and his face revealed it. "If you're awake now, this is your chance to get revenge."

Ben rose on his elbow, eyes glittering. "What do you want me to do, Noel?"

If Ben had expected Noel to blush and stutter, too embarrassed to speak of what he wanted in bed -- and from Ben, no less -- he was sadly mistaken. Noel had rehearsed this situation several times in solitude, and now that it was becoming reality, he was going to savor the moment.

Noel stroked Ben's short, brown hair and kissed him gently, watching Ben noticing the faint taste of himself on Noel's mouth. Then he caught Ben's gaze and held it.

"I want you to suck me," Noel said, calmly and without any hesitation. "I want you to suck me until I come."

Ben wasn't expecting such bold words from the mouth of his normally shy friend, but he was ready to obey them. "Pay back time, huh?" Ben intentionally used his own words from that night when a badly aimed beer can had gotten them into a fight and then into each other's arms and eventually into this very bed.

"Pay back time," Noel confirmed. He deliberately slowly folded his arms under his head and looked expectantly at Ben, who chuckled at this new, confident, almost bossy Noel.

Ben looked up and down Noel's waiting body as if he couldn't decide from which angle to attack the problem, but Noel interrupted his planning. "Just do it, Ben."

Ben was really good at following orders, at least when he wanted to, Noel noted as Ben quickly moved down the bed and --

-- took him in his mouth --

'I have my cock in Ben's mouth and this time it's for real. This is Ben sucking me off. For real.'

'I think I'm going to die.'

* * * * *

Noel woke up to the sound of the shower running. He was drowsy after too little sleep and it took him a while to remember that it wasn't his rommate Elena who was in the shower.

It was Saturday, which meant no school, so no hurry. Noel allowed himself to enjoy the heaviness in his limbs and the warmth in his bed while he pondered the alternatives: Sleep a little more? Make a luxury breakfast? Maybe join Ben in the shower?

His cock awakened and stirred at that last image, and joined the rest of Noel's tired body in a voluptuous stretch as he remembered some of the highlights of the night before.

But before he could summon the energy to get out of bed, the shower was turned off. So much for that plan.

Only a couple of minutes later, Ben came hurrying out, half-dressed and vigorously towelling his wet hair.

"I gotta run," he said as he quickly put on the rest of his clothes. "I almost forgot I'm working at Dean & Deluca today. First shift."

Noel's spirits sank a little. "What about breakfast?"

"I'll have something when I get there."

Ben quickly combed through his hair, then turned and looked at Noel a little uncertainly. "I, uh ... "

"I'll see you," Noel suggested. Did guys kiss goodbye after the first night? His Bostonian upbringing had no answer to that.

"Yeah, see you," Ben agreed, visibly relieved. He disappeared in a cloud of Noel's aftershave and the door closed behind him.

'He couldn't even say he was sorry for running off like this,' Noel thought, as he turned over in bed. 'Well, what did I expect from him ... flowers?'

First plans were usually the best. Noel went back to sleep.

* * * * *

It turned out to be a slow morning at Dean & Deluca. Ben had a huge latte and a freshly baked muffin for breakfast and decided that life was reasonably good. Every time his thoughts touched the night before, however, he went weak at the knees and had to fight to regain his concentration on work.

He was in the back to get a fresh plate of brownies when he heard a familiar voice. "Morning."

"Hey." Ben looked up at Noel, relaxed and smiling and visibly refreshed from a few more hours of sleep. "They just let you walk in here?"

"Sure, I told Javier I had to see my boyfriend. I knew he'd understand."

"You didn't!" Ben chuckled, but he wasn't entirely convinced.

"No, I didn't," Noel reassured him. "Javier didn't question my motives to see you."

"So, am I your boyfriend now?" Ben didn't know why he had to ask a stupid question like that, but sometimes -- well, usually -- his mouth worked faster than his brain.

"I see no reason why not," Noel answered with mock seriousness. "We're friends, I hope, and you certainly were a boy last time I checked."

Unlike Noel, Ben didn't blush easily. But when he heard Noel carefully pronounce those last words, the vivid memory of exactly how thoroughly Noel had examined his masculinity last night set his cheeks on fire. And the fire threatened to spread to other parts of his body, too.

Ben cleared his throat, reaching for his tough, bad-boy attitude. "There's another word for people like us, you know. Fuck-buddies."

Noel grimaced at the vulgar language. "We're not exactly ... "

"Buddies?" Ben suggested with a smirk.

"Fucking," Noel said simply. He was a fast learner for a Bostonian gentleman.

Ben could almost hear the words 'not yet' hanging in the air, but neither of them dared to say them aloud.

"Anyway, I just came by to hear how your 'system' is coming along ," Noel said.

Ben couldn't help grinning broadly at that. "Actually ... I think the old system could use a little tuning up. Is that in your line of work?"

"I think I could squeeze you in," Noel replied with a matching grin. "Maybe even tonight. Elena's still away."

Ben thought about it. "Okay, you know what? Why don't you hang around for a while, have some coffee, read one of those books you always carry with you, and then come back with me to the loft. I'll get my things, and then we can go to your place. Okay?"

"I guess ... " That was all Noel could say before Javier, the colorful manager of the café, came bursting in.

"Benjamin, do I pay you to stand around and talk to your friends all day long?" He turned and unashamedly looked Noel up and down. "Not that I blame you very much in this case." He shook his head in outrage. "Two devastatingly attractive men, and both straight, it's not only a waste, it's a crime!" He dashed off to other duties and missed an exchange of very amused looks between two 'straight' men.

* * * * *

It had been Ben's intention to just throw his toothbrush and a few other things in his backpack and then run off to Noel's apartment, but when they arrived at the loft, they for once found it empty.

Noel had followed Ben into his room. "So this is where it happened," he said and looked thoughtfully at Ben's queen-sized bed. "I wish I could remember."

Ben, in his usual way, acted on impulse. "It's never too late to have good memories. C'mon, I'll give you something to remember." He threw himself down on the bed. "Are you going to stand there all day?"

Noel looked more than a little uneasy. "But what if Sean or Julie comes home?"

"I know," Ben said. He roughly pulled Noel down on the bed and whispered in his ear, "Isn't it exciting?"

"You," accused Noel between efforts to control his breathing, "are incorrigible."

"Yesss."

* * * * *

When Sean came home after another failed effort to market his latest invention, he found Ben and Noel sprawled across the couch drinking massive amounts of soda. Both were in their undershirts and looked as if they came from the shower.

"Have you two been running together?" Sean asked amiably. It was nice, he thought, if Ben could have a jogging partner, with all those muggers everywhere. Not to mention Ben's numerous personal enemies and his ability to get into street fights.

"No, we just had an hour of wild, passionate sex," Ben replied lazily.

Sean shook his head. Ben was going to lose Noel as a friend if he kept making stupid jokes like that. Couldn't he see that the poor guy was blushing?

* * * * *

They had barely made it inside Noel's newly painted apartment before they were once again rolling around on his bed. Ben couldn't believe how quickly it had happened, how their bodies always seemed to ignite the moment they made contact. Getting this out of his system, whatever 'this' was, would probably take some time, Ben realized. And much as the idea of exploring all the white areas on his sexual map together with Noel highly excited him, it also bothered him. This was just not on his list of 'things to do'. One of these days, he'd have to set his priorities straight. Or something.

It was, however, very difficult to work on a priority list when Noel was turning him over and stroking his back, flanks and behind as if Ben had been an object of art on the World Heritage list. Ben moaned as Noel wrapped himself around him and kissed the nape of his neck, gently with just the lips at first, but then letting his teeth scrape the sensitive skin and send shivers all through Ben's already aroused body. And when Noel's gentle fingers found their way in between his thighs, Ben found himself automatically spreading his legs.

'I can't believe I'm lying here, spreading my legs for Noel.'

'I just can't ... wait for him to ... '

"Noel." A whisper, almost inaudible.

"What?" A single word of breathless urgency.

"Do you want ... " How in the living hell was he going to say it?

"If you like ... " Why couldn't he just make another joke about 'fuck-buddies' and see if Noel caught on?

"You can ... that's, if you want ... "

But the words got stuck in his suddenly dry throat. And Noel just kept driving him insane, touching him everywhere, with hands, fingers, lips, tongue, teeth.

"What do you want, Ben?"

What did he want? Did Ben really want to know that?

"I want ... " Ben's inner coach harshly told him that it was time to face the music, to go on and further test his limits. "I want you inside me." Hearing himself say the words made his stomach clench in a pleasant-painful kind of way.

Noel's caresses stopped for a second, then, thank god, resumed again. "Are you sure?"

'Yes. No. What am I doing here? God, I need it so bad I'm gonna burst. Someone let me out of here! What is he waiting for?'

Instead of speaking, Ben reached for his jeans that were arranged in a neat heap on the floor and fished out the condom he had put in his pocket earlier, just in case, just to be prepared, just because you never know. He held it for Noel to see and quietly said, "I'm gonna put this on you." It felt good to pretend that he was in charge of something.

A frightened "All right" encouraged Ben to carefully roll the rubber down Noel's impressive length. He tried not to think too much about where that was going and how much it was going to hurt. He then grabbed his backpack and pulled out a bottle of massage oil that he normally used on sore muscles.

The oil had a pleasant, herbal scent that always made Ben relax, but he wasn't sure if it was the right thing to use under the circumstances. He studied the bottle, but it provided no clues.

"Wait." How could Noel sound so calm? "Put that away, I've got something else."

Noel turned around, opened a drawer and produced a tube of a brand-name lubricant that Ben recognized. "I think this is better with a condom."

Ben thankfully took the tube away from Noel and covered his friend's hard-on with the viscuos, clear substance. He pretended he was handling his own aching cock, using all the touches he liked himself, and found to his amusement that Noel gasped and moaned at just the same things.

"If -- if you still want to ... " Noel breathed. "You gotta stop. Now."

Ben let go of Noel's slick erection and wiped his hand on his own thigh before it hit him that the residual lube could have been more useful elsewhere. No, these preparations would have to do. He turned around and lay down on his side. "I'm ready," he lied. He wasn't ready for this, would never be ready ... but he would never be more ready than he was now.

Noel moved up behind him. "You all right?"

"Yes. No. I'm nervous. But I want to do this."

"You know you can tell me to stop any time you want to."

"Yes."

The next thing Ben experienced was something blunt, slippery, and cold pushing against the entrance to his body. The feeling both excited and frightened him and his muscles clenched involuntarily.

"We need some more, I think," Noel said. Ben handed him the tube and the next moment he felt Noel's slick fingers stroking between his cheeks, probing the tight opening, then gently finger-fucking him until Ben heard himself moan uncontrollably.

"Okay?" Noel asked softly.

"Yesss. Now."

Yes, it did hurt, but he had expected that. Ben used all his willpower to relax his protesting muscles. 'It's only pain,' he told himself, summoning the attitude that had served him so well in the gym, on the track and in the pool.

And then suddenly the pain was gone and raw pleasure invaded his body. Ben's erection had collapsed from the initial discomfort, but it was quickly recovering and screaming for attention. He reached for Noel's hand and put it there.

"Okay?" Noel asked again, breathless this time.

"More than okay," Ben whispered back.

Noel was already fully sheathed in his body, but now he dared to move more forcefully. His lips were right behind Ben's ear, whispering incoherently. "You feel so good. So good. God, Ben, you're so tight. I can't believe it ... "

Ben felt his mouth open in a silent scream as Noel continued to move in and out of him. He couldn't believe how good it felt.

"I'm ... going to ... " Noel gasped.

Not wanting to be left behind, Ben let his hand join Noel's on his own throbbing cock. When he felt Noel jerk violently inside him and tighten his grip, he needed only to thrust a few times before he was swept away by the orgasm that welled up from his balls and filled his entire body before he blacked out again.

* * * * *

"So, what are we?" Ben teased, stark naked and sweaty, on top of the image of destruction that had once been Noel's bed, resting his head on the stomach of his likewise naked and sweaty friend. They were sharing a bottle of Coke, but didn't want to hurry into the shower yet. "What are we? Now, I'll agree to the term fuck-buddies. Before, the definition was somewhat doubtful," Noel teased back.

"I hate philosophy," Ben stated.

'But philosophy brought us together,' Noel almost said out loud. He bit his lip at the last moment. Together? They weren't together, at least not what Felicity would have called 'together, together' and never would be.

Noel couldn't understand the sadness that suddenly descended on him. It took him a long while to fall asleep that night, despite the exhaustion in his thoroughly sated body.

* * * * *

When Noel woke up, however, it was to a very pleasant sensation. His cock was up and at attention already, which was nothing out of the ordinary, but it was being stroked by another man's knowing hand, which wasn't part of his usual morning routine. But he wasn't going to complain too much if that was to change.

He wanted to turn around, but Ben stopped him. "Stay where you are. Pay back time, remember?"

Although sleepy, Noel was bright enough to understand what Ben was refering to. It was just that he hadn't planned on doing anything like that just yet, if ever. On the other hand, he could understand Ben's wish for equal time. Their relationship probably needed the balance. Wait a minute, relationship? He'd better let Ben fuck him and get the hell out of his system.

"Can a guy just go to the bathroom first?" he muttered, a little grumpily.

"Sure," Ben chuckled, and Noel left. He took his time relieving himself and brushing his teeth. He felt refreshed but still reluctant when he went back to bed.

"You okay?" Ben asked.

"I'll just close my eyes and think of England," Noel commented with his never-failing dry humor. 'If he could take it, I can,' he tried to assure himself.

"If I could take it, you can," Ben promised. He continued talking as if soothing a nervous animal, while he made Noel roll over on his side.

"It's a little like getting into a really hot bath," Ben explained. He put on a condom and lubricated himself. "At first, it feels just impossible, like this is never gonna work ... " He took some more lubricant in his hand and started preparing Noel, slowly and carefully, just as Noel had done it to him. "But then you suddenly get used to it, and then it feels so incredibly good that you never want it to end."

Ben took his fingers out of Noel and positioned himself. "You can tell me to stop any time. And maybe I even will," he added with a smirk.

A shudder went through Noel as he was penetrated, not so much of pain as because of the unreality of it. But when Ben started to stroke his cock in time to the slow thrusting, Noel stopped worrying about what was real and what wasn't. The twin sensations of Ben's hand on him and Ben's cock inside him where overwhelming. Ben's cock inside him. Dear god. How had this come to happen? And how could he make sure it never stopped happening?

Ragged breaths came from Ben's mouth and tickled Noel's neck. Hearing Ben's gasps of excitement added to Noel's own pleasure. He remembered last night and how amazing it had been to bury himself in Ben's sweet, tight warmth and tightened his muscles around Ben as an experiment. It was successful in producing a loud "oh ... " deep in Ben's throat. Noel did it again, and this time it resulted in a long "mmmmm" followed by a playful bite on Noel's shoulder.

"Keep doing that and it's over before you even know it," Ben threatened.

"Keep doing that" -- he thrusted into Ben's tight grip -- "and I don't even care," Noel replied.

Ben took the clue and stroked harder. Simultaneously, his other hand snaked around Noel from under his body and found a nipple to tweak and pinch. The stimulation proved too much for Noel's overloaded system. He came with groan that grew into a roar and registered that somewhere, far away, Ben was pounding into him and sounding very much like he was coming like crazy.

It was good to have achieved a balance in their not-relationship, Noel thought, just before they dozed off in a tangle of arms and legs. It was still early, and none of them had the energy to make it to the shower just yet.

* * * * *

Felicity looked up from the counter at Dean & Deluca, and her face lit up with a friendly smile. "Noel!"

Noel returned the smile, all the tension between them forgotten. "Hi, Felicity. Could you get me a double espresso?"

"Coming up."

She worked the espresso machine with swift, sure movements. "So, how's it going?"

"Wonderful." Noel's smile broadened even more. "I think I'm in love."

"Oh. I mean, congratulations!" Felicity silently cursed herself. She and Noel were ancient history, and she really shouldn't feel even the slightest pang of jealousy every time he showed interest in somebody else. When would that ever stop happening?

She pulled herself together and asked cheerfully, "Someone I know?"

"You could say that. Actually, we're meeting right here in just a couple of minutes, so you'll see for yourself."

"I can't wait."

Felicity handed Noel his coffee and watched him sit down at a table. In love? She hadn't heard him use those words in a very long time -- if ever. This must be some extraordinary woman. Could he and Hanna be getting back together after all this time? Or did Ruby really mean that much to him?

Ben came rushing out of the kitchen, interrupting her thoughts.

"I'm outta here, see you tomorrow."

"Oh, you have to stay just one more minute. Noel has a mysterious date who seems to have turned his head completely."

"That so?" Wearing his brightest smile, Ben walked over to Noel's table and got there the very moment Noel rose to meet him.

"Hey, man."

"Hi. You ready?"

"Let's go."

They didn't kiss, didn't embrace -- their hands just brushed, ever so lightly -- but the look in their eyes told Felicity with stunning clarity who Noel's date was. She was unable to take her hand off her mouth until they were out the door, after waving goodbye and grinning at her reaction.

* * * * *

Noel stretched in his chair with a contented smile on his face. That scene in the café had been a very pleasant daydream. Would it ever become reality? Maybe one day ... A knock on the door jolted him out of the chair, and he opened the door, still smiling.

"Hey, man."

"Ben." After their intense lovemaking that morning, Ben had left for work and Noel had gone to the library. They hadn't exactly planned on spending the evening together, but Noel wasn't too surprised -- just very pleased.

"Come on in!"

"No, I gotta go. I just wanted to say something, that's all."

Noel was still in a good mood. "Say it."

"We're getting back together, me and Felicity," Ben said. "I think I finally got through to her, and we're having a date tonight."

Noel was completely silent.

"There has been all these misunderstandings and bad timing and lies and stuff between us," Ben continued, "but you know all that. I think this is my final chance to be with her, and I'm taking it."

"Good luck," Noel said automatically.

"So," Ben finished, "I just wanted to tell you this ... and to thank you for, you know, everything." He looked at Noel, finally showing a hint of emotion.

"The pleasure was ... " Noel's supply of words ran out.

"The pleasure was ... immense. Thanks. I mean it. This has been ... an experience."

Noel did not object.

"So ... I'll see you later, OK?" That damned boyish grin again.

Noel nodded. "Yeah. Later."

When Ben was gone, Noel went to the window and studied the opposite building for a long time. He went into the kitchen, found nothing meaningful to do there and settled for staring at the wall. It stared back at him. After a long time, he put on a jacket, went down the stairs and started walking the streets of Manhattan, up and down, until his mind was completely blank.

Back to Main Page