By Scarlet

Fandom: Felicity

Pairing: Noel/Ben

Rating: NC-17

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

Disclaimer: The 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 needs a place to sleep.

Spoilers: Revolutions; Ben Was Here

Thanks to kira-nerys for the beta.

* * * * * * *

The lips against his own were surprisingly soft, surprisingly warm -- hell, they were simply surprising. But not even remotely as surprising as Noel's physical reactions to being pressed down onto the floor under Ben's strong, muscular body.

He could feel Ben's hardness next to his own as he wrapped his arms around him and kissed him back. They rolled over smoothly and Noel enjoyed the change of positions. Yes, he enjoyed pressing Ben into the floor, keeping control, setting the pace, grinding their erections together and making Ben moan ...

And then Noel was awake.

He blinked a few times and tried to get his bearings. He was in his own bed, certainly not rolling around on the floor with Ben. That incident was several days ago, thank god. He remembered how they had woken up with the mother of all hangovers after a crazy evening of beer, video games and drunken wrestling.

But no ... no kissing. Certainly not.

Then why had he been dreaming about their wrestling match every night since it happened? And why on earth was Ben not only wrestling him in these dreams, but kissing him? Ben, for crying out loud! And why ... no. There was absolutely no reason to wonder about those bothersome morning erections. He was a healthy young man between girlfriends, for god's sake. It didn't have anything to do with anything else.

Noel glanced at his alarm clock and realized that he didn't have to get up just yet. He could treat himself to one more hour of sleep, it would do him good.

But first, that impossible hard-on had to go. A young man between girlfriends needed to take care of his health, and sometimes a man had to take matters in his own hands. Or just in his own hand.

Noel turned onto his back and reached for his straining erection. He was so hard this shouldn't take a minute, but then again, there was no hurry. He allowed one hand to fondle and massage his balls while the other lazily stroked the swollen shaft.

But as he slowly brought himself closer to the edge, the images from the dream kept coming back. Ben's eyes, challenging him. Ben's lips, closing in on his. Ben's hardening cock, pressed against his ...

Noel panicked. It seemed to him, for some reason, that it would be dangerous to give in to those dreams, to let Ben inside his mind while he was doing this, and he desperately tried to think of something else, of someone else. Hanna ... Ruby ... Felicity. Felicity was the only one he hadn't gone to bed with and was still something of an enticing mystery to him. How he wanted to see those serious, blue eyes cloud with passion ...

He squeezed harder and concentrated on the imminent orgasm. But just before the point of no return, he found himself visualizing another pair of blue eyes, laughing, challenging him.

"You want it?" Ben said in his mind.

"Yeah ... I want it."

"What do you want? Tell me what you want." Low, seductive murmur of a voice.

"I want ... I want your mouth ... on me." Noel felt a rush of excitement at the mere thought of voicing the wish he didn't even know he had. "I want you to suck me ... I want you to suck me until I come."

And the fantasy-Ben moved downward, never breaking eye contact, until he had the tip of Noel's eager cock between his lips.

Noel arched, moaned, and came so hard he almost hit the wall.

* * * *

Noel found himself homeless. It was only temporarily, but it was still a nuisance. The apartment he shared with Elena needed painting, and Elena's boyfriend Tracy and a friend of his -- who supposedly was an expert, although Noel wondered exactly what he was an expert in -- had made a complete mess of the place. Julie had generously offered them to stay at the loft where she lived with Sean and Ben, while Tracy and his friend the demolition man finished the job.

The loft had turned out to be more than a little crowded that evening. Felicity, Meghan and Ruby were refugees from a broken water main in their dorm, and when Julie invited Felicity to spend the night at the loft, she got Meghan and Ruby in the bargain. Ruby was five months pregnant and would have been hard to turn down, and Meghan, being Meghan, had simply shown up without bothering to wait for an invitation.

In the middle of all this, Wade, the father of Ruby's child, came to see Ruby. They went out to speak in private, and Noel couldn't help being a little disturbed about the whole thing. Part of him said that Ruby was his girlfriend, part of him was immensely relieved to know that he wasn't the baby's father after all.

Felicity went out with Greg. Ben just went out. The rest of them enjoyed an evening of games, roasted marshmallows and idle chat, until they scattered around the spacious loft to find some place to sleep. Everyone agreed that Ruby should have the only comfortable extra bed, so the others had to make do with couches and mattresses. Noel, being a gentleman, tried to settle his 6'1'' frame in a couch that was comfortable for sitting, but never intended for sleeping. Which is why he was still awake when Ben returned.

Noel was standing by the sink having a glass of water when Ben passed through, trying to reach his bedroom without waking up the others. Ben didn't see him at first and jumped at the sound of Noel's voice.

"What's with the jaw?"

Ben touched his bruised chin, but didn't answer. He looked embarrassed.

"Did you get into a fight again?"

Ben found his voice at last. "I wouldn't say that, unless you'd call it a fight to be knocked down on the floor by Greg Stenson and then watch him walk away with Felicity."

Noel remembered all the times when Felicity had walked away from him, either to be with Ben or just because she couldn't stop thinking about Ben. But Ben's defeated look and the pain in his voice made Noel decide against saying 'now you know how it feels'.

"Want to talk about it?" he said instead, keeping his voice down since they were surrounded by sleeping friends.

Ben gave him a quick, self-conscious look. "Not really, no. Thanks anyway." He half-smiled, which clearly was a little painful, because the smile turned into a grimace and he carefully examined his jaw again. "I just wanna go to bed. Where are you gonna sleep?"

Noel indicated the deserted couch with the badly battered pillow. Ben looked from the couch to Noel and back. "No way. I have this queen-size bed, there's room for both of us. Come on."

Noel tensed in spite of himself and tried to ease the tension in his usual way, with a joke: "But will you still respect me in the morning?"

"Oh, come on, Julie's slept in my bed hundreds of times. She can testify I've always been the perfect gentleman."

Noel didn't know what to say except 'what if I start having erotic dreams about you?' and he didn't really want to say that. Truth was, he wasn't looking forward to making the couch and his body adjust to each other -- they were clearly incompatible. Maybe his body was a Mac while that couch was a PC. He desperately needed rest, and he still had a headache from those fumes in his own apartment. Before Ben could change his mind, Noel thankfully accepted his offer.

* * * *

Ben sensed Noel's uneasiness as they were preparing for bed, but attributed it to Noel's own problems with Ruby. He gave Noel the extra blanket, murmured a goodnight and tried to sleep.

But Ben should have known better. Following Felicity and Greg to the restaurant, forcing himself to tell Felicity -- in front of Greg, god and everybody -- how he felt about her, and finally, to cap off the evening, getting punched in the face by Greg wasn't a way to prepare for a good night's sleep. He tossed and turned for what seemed like hours before he fell into a light, restless slumber, haunted by dreams that kept replaying the night's events in his head.

* * * *

Ben woke up sweating.

He was in his own bed, not on a hard restaurant floor. Good. That had just been a bad dream. Felicity had never walked away from him with a man who had just struck him down.

Who was that in bed with him? Felicity?

Noel?!

Reality crashed down on Ben and he remembered. So the bad dream was the truth.

If only it had been the other way around. He should have kicked Greg's ass right into next week, and then he should have walked away with Felicity. He would have silenced her protests with a hard kiss, and this time he wouldn't hold back. They both knew that she wanted him, and he had waited too long for her to make up her mind. He'd been the perfect gentleman for much too long.

Sleepy, angry and aroused all at the same time, Ben fantasized about making wild, passionate love to Felicity, claiming her body for himself, for once not stopping to ask. He had controlled himself so well all those times with her, and for what? Just so she could humiliate him like this? It was time she learned what she had been missing.

Too late, Ben realized that his fantasies had made him unbearably hard and he couldn't do anything about it with Noel in the room.

Then again, Noel seemed to be sound asleep. It had been late when they had gone to bed, and Noel had complained about a headache. He wouldn't notice if Ben jerked himself off just a little, not if Ben was careful to be quiet and discreet about it ...

Ben desperately wanted to believe that he'd come to the right conclusion, although he wasn't entirely sure which head he was thinking with at this stage. His erection was almost painful. He had to do something about it.

He slipped a hand down his boxers and quickly bit back a moan at the relief of touching himself. All right. He could do this. Dammit, he had to. Slowly, he began moving his hand, struggling to control his breathing and restrict his movements to a minimum.

Noel mumbled something in his sleep and rolled over. He ended up right at Ben's side, with his lips practically touching Ben's ear. Ben froze like a statue.

Now what? Ben was desperate with need. He just fucking had to do this! But he couldn't move his right hand anymore without touching and waking up Noel. OK, left hand would have to do. Never give up, he thought, and shivered as Noel's lips unexpectedly brushed against his bare skin.

Noel mumbled something again, louder this time, but still inaudible. And then he rolled right on top of Ben, disposing of the blanket in the process.

'A fine mess I've gotten myself into,' Ben thought, utterly confused by the strangely familiar feeling of having Noel's solid body pressing him into the mattress. He tried to gently force Noel back off of him, but Noel just tightened the grip he had on Ben's shoulders. And then he started moving, moving in an unmistakable way.

'Oh my god,' Ben thought. 'He's dreaming that he's in bed with some girl. If he wakes up now, he'll have a heart attack.'

Ben didn't want Noel to die from a heart attack in his bed. It wouldn't look good.

'This isn't really happening,' he decided. 'This is just a dream ... and not even my dream, but Noel's. That means that this isn't happening to me at all.'

He was very proud of having reached this conclusion in his half-sleeping state. It seemed as if those philosophy studies were finally paying off. Maybe some of Noel's knowledge was rubbing off ...

And speaking of rubbing ... Ben had to bite his lower lip when Noel's erection slided over his own. They were both in their boxers, and the touch of the fabric on his most sensitive places threatened to became unpleasant.

Should he wake up Noel and tell him to kindly go hump something else? No, too embarrassing for both of them. Was there a plan B? That would involve discreetely getting their boxers out of the way. Ben's heart raced at the thought of skin on skin, of making contact with Noel in such an intimate way. But if Noel woke up at that moment, it would be extremely difficult to explain the situation.

Ben didn't know what to do, so his body made the decision for him. He let it happen.

He didn't have to do a thing. Noel, with his eyes still closed, still muttering some kind of gibberish from time to time, took care of it all. He kept moving on top of Ben in a way that produced the very same effect that Ben had been trying to achieve with his own hand.

'Holy fucking shit,' Ben thought, 'I'm going to come. Noel is going to make me come!'

With his hands firmly on Noel's hips, Ben pressed their groins together and almost suffocated as he tried to be silent while tensing with the power of his climax. Too late he realized that he hadn't needed to worry about that. Noel let out a long, growling moan before getting completely limp and heavy in Ben's arms.

In this entirely relaxed state, Noel didn't wake up even when Ben gently rolled him over and made him sink down on the other half of the bed.

Ben looked at his sleeping friend and slowly shook his head. This was by far the strangest sex he'd ever had. Hell, did it even count as sex?

Noel would wake up to the discovery that he'd had a wet dream, Ben thought and smiled to himself. He would probably be embarrassed as hell and wonder if he'd made any conspicuous sounds in his sleep. Too bad Ben hadn't been able to make out what Noel had been mumbling. He would really like to know if Noel was dreaming about Ruby or Felicity. Or perhaps there were other candidates as well.

Noel turned in his sleep. Ben thought he could see a faint smile in the serene face and then Noel spoke, this time with perfect clarity.

" ... Ben ... "

Outside, day was breaking, and Noel was sleeping peacefully. But Ben was wide awake and did not go back to sleep.

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