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Natasha had told him before they went into battle, but there hadn't been time, between trying to scrape his brain together and Captain America showing up, for it to really sink in. Coulson is dead, she'd said, because Natasha didn't pull her punches. Clint had been too emotionally numb to respond. Coulson is dead, she'd repeated, and he'd known that if he didn't respond somehow, he wasn't going to get to put an arrow in anybody's eye socket. So he'd said, I understand, and if it had been blank and empty, she hadn't called him on it.

After Loki was secured--properly, this time--Fury told him to go to medical. Clint started to protest, but Nick dropped the Director facade for a second and shot him the most exhausted look Clint had ever seen on him, "I don't have time to handle you, Barton. Go."

Nick didn't have time to handle him, and there wasn't anyone else to do it.

Clint didn't know what his face did, but it must have been awful, because Nick's eye went wide and he actually took a step away from the command screens.

Spinning on his heel, Clint took off just short of running. He wanted to lock himself into his quarters, or get the hell of the Helicarrier that he'd so recently punched holes in, but Nick was right. There wasn't anyone to handle Clint now, and Coulson would be pissed if Clint fucked himself after all the work Coulson had put into un-fucking him.

So he went to medical, and he found a doctor that didn't blanch when they saw him, and he sat silent and still while they ran their checks and made their scans and drew blood and advised him that he was going to have to be prepped for proper deprogramming. A knock to the head wasn't thorough enough for SHIELD to be comfortable trusting him, even if it worked in the short term.

By the end of it, Clint could tell that his compliance was making the doctor nervous, but he couldn't muster the energy for a snarky remark. Loki took his brain and his heart, and he left a hole that Clint could feel his soul draining out of. He wished he'd gone on at least one date with Coulson. Wished he'd kept asking, until Coulson said yes just once, just to get him to shut up about it. Wished he hadn't let Coulson laugh about it, like it was a joke. Wished he'd made him know Clint was serious.

But it was too late now. So he let the doctors work, and he slowly slumped in place, and he wondered if he ought to leave SHIELD. His fellow agents understood as well as anyone can what brainwashing can do to a person, but it was rare for the results to be so devastating, and the Agent involved so high profile both before and after the event.

Assuming Clint was still high profile within SHIELD after this; God knows what would happen to his security clearance.

When the doctor was done with him, Clint sat on the exam bed awhile longer and rubbed at the point on his arm where they'd drawn blood. Where did he go now? When Coulson dragged him to medical, Clint always had to go back to him after, to get him to sign off-- Clint closed his eyes. Coulson.

"Agent Barton."

Fury's voice startled him, but Clint managed not to jump. "Sir," he said.

"You've got a long road ahead of you," the Director said. "And we've had to suspend your security clearance until psych and the security team are both satisfied, so you're going to be cut off from damn near everything in the meantime." Clint dropped his gaze, shoulders crumpling inward. He'd suspected that would be the case, but hearing it was another thing. "Clint. Barton, look at me."

Clint forced himself to look up. Nick's single eye bored into Clint's. "I promise you, Clint," Nick said intently, "that if you hang in there, if you jump through all the hoops, I swear to you that it will be worth it. There are things I can't tell you that will change the way everything looks right now. You want to know those things, Clint."

Clint couldn't look away from Nick; he'd never seen his friend like this, not even when he first tried to convince Clint to join SHIELD. Nick almost--not quite, but almost--looked desperate. Maybe that's why Clint didn't manage either flippancy or hollow confidence. "I'm not sure I can do this alone," he said. He couldn't count on Natasha to get him through--he lost his clearance for a reason. Taking a risk in a desperate situation is one thing, inviting a potential sleeper agent into high security areas is another. And there was no one else. His heart clenched. Coulson.

"You have to," Nick said. He paused. "If you make it, you won't be alone anymore.There's someone who's really looking forward to seeing you again." Fury turned sharply and strode out of the room, Clint staring after him.

Maybe Nick only meant he'd have Natasha back. But...maybe not.

Clint took a deep breath and straightened up.


The first time around, Clint had worked his way up to a Level 6 security clearance over the course of years, painstakingly proving his worth and his trustworthiness one sucessful mission, one resisted interrogation, one rewarding judgement call at a time.

Getting it back after having been compromised was a whole other ballgame. On the one hand, SHIELD knew he was worth it this time, and it was pretty obvious that everyone was on his side. On the other hand, no one had been worried that the bad guys had left a surprise in his subconscious the first time.

Psych was ruthless, and knowing that it was necessary and they weren't looking to hurt him didn't make reliving his time under Loki's thrall over and over and over again any less painful. It was weeks before they let him go, exhausted and feeling hollow, and that isn't the end of it. Hell no, he also had to re-do all of his counter-interrogation training. That only took one week, but at the end of it medical stepped in and insisted he be given a week to recover. Clint took it.

If this had been six months ago, that would have been all. But they lived in a bigger universe now, which meant Clint's week of recovery was followed by several sessions with a telepath, who picked through his brain and seemed to find all the worst memories to bring back in living color. After the first session, Clint locked himself in his tiny on-base quarters, buried himself in blankets, and stared at the wall for hours. He might not have gone back the next day, except that Natasha showed up in the middle of the night (he wasn't sure she was allowed to be there at all) and sat on the bed at his back and stroked his hair and said, "There's someone who's really looking forward to seeing you again," just like Nick did.

So he went to the rest of the sessions.

Clearing that hurdle, however, seemed to be the turning point, because when SHIELD dug up a magic user to give him a going over, Clint just looked him in the eyes and smiled and didn't even flinch when whatever cleansing thing the guy did burns like salt in a wound. Everywhere. At the end of that session, it was the magician that looked shaken. Fury looks proud.

And through it all, Clint wondered if he'd developed some good old-fashioned paranoia, because he swore the security cameras were following him. He told the shrink that, of course. She said that hyper-vigilance was understandable, given the circumstances.

When it was all over, nine weeks after the Battle of New York, Fury called him into his office in their ground based headquarters.

Fury was behind his desk, leaning back and grinning. "Sir?" Clint asked, slowly sinking into the chair in front of him. Fury grinning wasn't exactly rare, but it was a little enthusiastic for a simple reinstatement.

"Congratulations, Agent Barton," Fury said. "You passed. Flying colors. This is yours." He tossed a security pass at Clint, who snatched it out of the air.

The number printed on the front is a seven. Clint stared at it for a moment before looking up at Fury. "Level Seven?"

"There's someone who's been looking forward to you getting that," Nick said--definitely Nick now, not the Director--his grin growing even broader. "He's been watching your progress closely." Clint thought of the security camers. Hypervigilence, my ass.

Nick leaned forward and held down a button on his intercom. "Come on in."

The door at the back of Fury's office slid open, and Clint found himself leaning forward, hoping until it made his chest ache. When Coulson stepped through, Clint leaped to his feet and took half a step forward, half breathless with near disbelief. His dreams never came true like this.

Coulson smiled and crossed the room quickly. "Clint. I'm sorry we couldn't tell you sooner."

A small, helpless noise escaped Clint, and he half raised one hand, wanting to touch, to really feel that Coulson is there, but he can't bring himself to make contact. Coulson noticed the movement, though; he stepped closer and put a hand on Clint's shoulder, and then that hand is sliding around to palm his back, and the next thing Clint knew he had his arms around Coulson and his face buried in Coulson's neck and he was shaking.

"It's okay," Coulson was murmuring, rubbing Clint's back gently. "I'm here, I'm real. I'm sorry you had to wait so long."

It took Clint a long moment to get himself under control, and another before he could bring himself to pull away from Coulson. He managed to get himself back into his chair, and Coulson sank into the other. Clint had to tear his eyes away from the man to look back at Fury. "Why did I have to be Level 7 to know about this?" he asked finally. "Personnel have never been classified before, not like that."

"The problem isn't that Phil survived," Fury said. "It's how." He leaned forward. "Contrary to what we are allowing the journalists and the general public to believe, the incidents with the Chitauri and, earlier, with Thor were not humanity's first encounter with aliens."

Clint frowned, not seeing the relevance, and looked over at Coulson. The smile was gone; now he was blank in the way he got when he was worried. "So when was the first?"

"March 2, 1961," Coulson said quietly. "After contact, it was decided that humanity wasn't ready to know about alien life, and an agency called the Men in Black, or MIB, took it upon themselves to preserve the secret."

"At the same time," Fury took up the explanation again, "humanity had just discovered that we were one of the less technologically advanced races playing in a big goddamned sandbox. We needed some leverage while our tech caught up. So them negotiated Earth into being a neutral zone for the various alien races."

Clint took a long breath. "Various?" Of course various, Clint chided himself. Asgardians, Jotun, and Chitauri were three already.

But Coulson didn't give him shit for the stupid question, just nodded. "There are dozens on Earth alone. MIB is monitoring roughly 1500 individuals, most of them in New York."

"So where does Coulson's lazarus act come into this?" Clint asked, forcing the words out past a tight throat.

"Strictly speaking," Fury said carefully, "Phil isn't actually a SHIELD agent. About twenty years ago we started running into the MIB on ops, thanks to improvements in our tech that let us see some inexplicable things. We butted heads for awhile, but finally settled things with a kind of exchange program. A couple of MIB agents came to work for SHIELD, and we sent a couple of Agents to serve with MIB."

"So what, you have some alien tech that saved your life?" Clint asked, turning to Coulson.

Coulson glanced at Fury before looking back at Clint, shifting in his chair. Clint had never seen him so visibly anxious before. "Ah, no," he said. "I-- Clint--"

"Spit it out, sir," Clint said firmly.

Coulson closed his eyes for a moment. Opening them, he looked straight at Clint. "I'm not human," he said. "Loki's staff didn't kill me because my vital organs are in different places." Clint could feel stillness roll up over him. All he could do was stare at Coulson. Under the weight of his gaze, Coulson slowly crumpled in on himself. "I'm sorry," he said quietly. "I wanted to tell you a hundred times. But it's the first commandment of any alien living on Earth; you never, never reveal yourself. I understand if that means you feel you can't," he looked away, "trust me anymore."

The crack in Coulson's facade of calm finally broke Clint out of his stunned stillness. He lurched forward, reaching out, but his hand hovered, not sure where to settle. "No, no," he said quickly. "I still trust you, I get it, why you couldn't say anything." He laughed shortly. "It's kind of the ultimate undercover, isn't it? I've been there. I just--" he pulled back his hovering hand and waved at his own head. "I can't help trying to re-process the last seven years knowing all this really look human, sir."

Coulson relaxed a bit, but only a bit. "It's part of why I was chosen for the exchange," he said. "But, actually, I'm substantially less human-appearing than it seems." He reached up, almost absently, and brushed a hand down his tie. "I've had to be very careful."

Clint's brow wrinkled. "But with the Chitauri all over the news, isn't that whole thing blown?" he looked to Fury, who waved him back to Coulson.

"It's not that simple," Coulson said. "There are a lot of species who have no interest in being widely known. Earth's requirement of anonymity has been attractive to them, and we can't afford to lose our leverage now. Even those species that are interested in going public will have to put the proposal through due process. It'll be a year or two, minimum, before we can start easing up on security. We're hoping that knowing about the Chitauri and the Asgardians--one hostile alien race, one more or less friendly--will make things easier for the others."

"Which means we can't blow MIB's cover," Fury jumped back in. "Only Level 7 agents will be brought in on the secret, which means only Level 7 agents can know Agent Coulson survived."

Clint shook his head, chuckling. "You weren't kidding when you said it'd be worth it," he told Nick dryly.

Nick quirked a smile. "Not at all. Now," he shot Coulson a significant look, "I think you two have some things to talk about. Don't forget to go out the back."

Coulson glared at him. "I'm not an amateur." He stood and held gestured Clint toward the discreet door tucked into the back corner of Fury's office.

Clint stood and headed out, Coulson falling into step beside him. The door led to a private entrace--or exit, as the case may be--and a narrow set of stairs that led to a private garage. The car parked there was a silver sedan, just about as generic as cars got. Coulson circled around to the driver's side, so Clint opened the passenger side door and got in. "Where are we headed?" he asked idly. It didn't really matter, as long as they were both going.

"My apartment. My new apartment, that is, if that's okay." Coulson shot Clint a quick glance. "There were things I couldn't say, things I couldn't do, as long as you didn't know." He took a breath and Clint realized that Coulson was nervous. Even after all that he'd revealed, he was still nervous about something. "I'm hoping-- Well. There's things I can say now, at least."

"What sort of things?" Clint asked, watching Coulson.

Coulson swallowed. "I don't think I should say while I'm driving," he said.

Part of Clint wanted to push, but...he'd never seen Coulson like this. "Okay," Clint murmured, and Coulson nodded absently.

It was a longer drive than it had been, before. Clint supposed that made sense; if most of SHIELD didn't know he was still alive, he couldn't risk being seen around HQ. The apartment building was the same sort of place, though; nice but not luxurious, in an ordinary, middle class neighbourhood. Appearing utterly average was kind of Coulson's specialty.

Apparently he was even better at it than Clint had given him credit for.

Coulson pulled into an underground parking garage and took a numbered space, then led Clint up to his new apartment. He couldn't have been living here more than two months, but there were no lingering boxes. Dishes soaked in the kitchen sink, and a blanket was draped over the back of the couch. Coulson was already settled in.

He hung his keys on a hook by the door and headed for the kitchen as Clint closed the door behind himself. "Coffee?" Coulson asked as he went.

Clint followed him and leaned against the wall, looking into the small kitchen space at Coulson puttering around with the coffee maker. "Stalling?" he prodded.

Coulson stilled, then set the empty coffee carafe down and turned to face Clint. "I suppose I am," he said, leaning back against the kitchen counter. Clint waited. Coulson set his shoulders. "You used to ask me out," he said eventually. "For a couple of years there, you'd ask me on a date every now and then."

Clint went still this time. "You always assumed I was kidding," he said. "We joked about it." The jokes...hadn't been funny. But Clint had laughed anyway, because it hurt less to pretend that he hadn't been serious than it would to press the issue and be turned down more bluntly.

"I knew you were serious," Phil said, holding Clint's gaze this time. "I always knew. I wanted to say yes. But I couldn't. If we'd dated, if we'd tried some sort of relationship, eventually you'd expect to see me undressed, and there's no hiding what I am when I'm naked." He looked away, then. "I know it's been a couple of years since then. I know you probably moved on from the idea of being with me a long time ago. But I've never moved on from the idea of being with you." He laughed, a self-deprecating sound. "Far from it. I think about you all the time. About waking up with you. About coming home with you. That op in Hawaii, when you and Natasha had to pretend to be newlyweds...I spent the whole thing stewing in jealousy. Every time she complained about you leaving wet towels on the bathroom floor, or kicked you out of bed for stealing all the covers, all I could think was, I wish it was me."

Phil closed his eyes and took a deep breath before opening them and looking at Clint. "I love you," he said. "I don't know if you're still interested. I don't know if you're willing to try, given how I've lied to you, given what I am, but I had to try. I had to tell you, and know what would happen, finally."

Clint wanted so badly to just say yes. Yes, I love you, and to hell with the rest of it. But seeing the way Phil's hands were clenched, white-knucked, around the edge of the counter, remembering how openly anxious he'd been, Clint knew he had to do this right, had to make sure there was no room for doubt. "I already told you I understand about the lying. But..." He paused. "You were less human than you seemed."

Phil nodded, but his shoulders slumped. "I-- Yes. I should show you." He sounded bleak, resigned, and God, Clint wanted to tell him that it wouldn't matter, that nothing could scare him off, but...Phil deserved for him to be sure.

So Clint only waited silently while Phil pulled off his tie, and took off his jacket, and unbuttoned his shirt. At first, Clint thought the white fabric beneath that was an undershirt. But when Phil shrugged off his dress shirt, Clint realized it wasn't an undershirt at all. It looked...well, honestly it looked almost like a corset. Phil opened his pants, though he didn't take them off; the binder extended down to the crease where thighs met hips. Five buckles closed it across the front.
Phil looked down at them, hesitating. "When I have to," Phil said, "I tell people it's a back brace."

"It's not a back brace."

"No." Phil still wasn't moving. He looked up, shooting a helpless glance around the kitchen and living room. "I'm not sure I can do this here. Too exposed."

"Bedroom?" Clint offered, holding out a hand. He expected Phil to treat it as a gesture, a wave out of the kitchen. Instead, Phil nodded and took Clint's hand in his, leading him toward the apartment's bedroom. Their fingers curled around each other, and Clint couldn't help but stroke his thumb over Phil's hand. The look Phil tossed over his shoulder in response was a lot warmer and a little less uncertain. Clint had to suppress a shiver at the idea that he could affect Phil so easily, when for years he'd thought the man completely untouched by Clint.

Inside the bedroom, Phil let go of Clint's hand, and Clint gently shut the bedroom door. "Okay?" Clint asked, pausing with his hand on the doorknob.

Phil let out a breath. "Yeah. I'll..." He didn't finish the thought, instead ducking his head and looking down at the buckles fastening the binder, though he couldn't possibly need to see them just to undo them.

Clint swallowed the reassurances he wanted to give, knowing they'd only ring false when he didn't know what he was dealing with. Instead, he crossed the room, hoping that Phil would feel less on display if Clint was right there instead of viewing from afar.

The first four buckles went quickly. When he got to the last one, Phil undid it, but held the garment closed for a moment. Then he let out a slow breath, peeled it off, and tossed it aside.

From beneath the binder, eight long, slender tentacles uncoiled. Clint caught his breath, eyes widening, as he watched them. They were arranged in two columns of four, starting just below Phil's nipples and more or less evenly spaced down to just above his groin. They didn't hang limply, either. They arched out from Phil's body a little and swayed, occasionally flexing he was stretching. Of course--they'd been bound up all day. Clint didn't think before reaching out, running the pad of his finger over the arch of the top left tentacle.

Phil gasped, and the tentacle whipped up and wrapped around Clint's wrist and forearm, startling a gasp out of him, too. It was almost as long as his arm, and about as thick around as a finger. The skin of it was startlingly soft, and it was warm, and the tip of it curled into the crook of Clint's elbow and tickled the sensitive skin there. Clint felt his cock stir.

"Sorry," Phil said, and Clint looked up to see him blushing and nodding at the tentacle wrapped around Clint's arm. "I'm, um, out of practice at controlling myself."

"It's fine." Clint smiled. "As long as I didn't hurt you," he said, stroking his fingers over the part of the tentacle that he could reach.

Phil's eyes fluttered closed for a moment. "Not at all," he murmured. Some of his tentacles reached out and slid around Clint's waist. They tugged on him. Clint could have resisted, refused to move, but he didn't want to; he let Phil reel him in.

"Phil," Clint said, reaching out to curl his free hand around another tentacle, letting his fingers slide up and down the length of it.

"Yes?" Phil asks, flushed now. Four of the tentacles wrapped around Clint nudged up under the hem of his shirt, their tips sliding teasingly along the skin of his back.

Clint met his gaze and smiled. "I love you."

Phil's eyes widened and he broke into beaming grin. The tentacle wound around Clint's arm released him, because Phil apparently wanted to hold onto him with every limb he had; he pulled Clint against him with his arms and every one of his tentacles wound even closer around Clint. The bases of the tentacles pressed into Clint's abdomen. Their lips finally came together and Clint moaned into Phil's mouth, letting go of the tentacle he'd been stroking in favor of hanging onto Phil's hips.

The bases of Phil's tentacles wriggled against Clint's belly as they moved, and fuck, but that was an odd feeling. Not odd enough to make him stop kissing Phil, though, so Clint put it out of his mind and enjoyed the fact that he has Phil's tongue in his mouth and, oh yeah, Phil made the best noise ever when Clint sucked on it.

Clint was considering going for Phil's fly when a warm slender touch nudged under the waistband of his jeans. Then another. Clint gasped as the two tentacles slid down the back of his pants, straight into his shorts. God, with all those tentacles Phil could hold Clint in his arms and feel him up at the same damned time. Shivering, Clint hung onto Phil as the tentacles that had been stroking his back moved up to caress the sensitive skin at the nape of his neck even as the other two slithered down the crease of his ass and nudged inwards. But there should still be two more...

The pressure of Clint's fly against his stiff cock suddenly eased and he dropped his head onto Phil's shoulder as the last two tentacles spread his fly open and curled around the waistband of his undershorts. "Fuck," Clint gasped. He shivered all over as his underwear was dragged down his legs. One of the tentacles that had been caressing the nape of his neck nudged his jaw and he obediently lifted his head, meeting Phil for a long, messy kiss.

After a moment Phil pulled back. "Boots and pants," he reminded Clint. Clint barely managed to stumble out of them, distracted by flicks of tentacles over the backs of his knees and the teasing nudges of the two exploring his ass, never quite sliding all the way between his cheeks. Phil moved a lot faster shedding his own clothes. As good at multitaking as ever.

Clint had barely kicked his pants away before the tentacles were stroking up the insides of his thighs, nudging at his balls, winding around his cock. Clint shook, holding onto Phil for balance as much as anything else now, eyes sliding shut as the slender tips and warm, teasing lengths of Phil's tentacles slid over his neck and throat and back and ass and cock and balls. "Clint?" Phil's hands tightened on his waist.

"'S good," Clint managed. "I like you touching me...everywhere."

"It's not strange?" Phil asked, but he was backing up toward the bed, drawing Clint after him with hands and tentacles, so he couldn't be too worried. It was so certain, being pulled like that, with loops and curls of the tentacles around his body as well as hands, so completely anchored.

"Of course it's strange," Clint laughed breathelessly as they clambered up onto the bed. Even when Phil's hands left his skin, the tentacles never did, tugging eagerly at Clint's limbs until he sprawled on top of Phil. He pushed himself up on one elbow and looked down at Phil, who managed to look uncertain despite the intimate places he was absently petting. "Tentacles, Phil. Not a part of my usual fantasies. But it's you. And the fact that the first thing you did with them was feel me up is some pretty good positive reinforcement."

A pink flush bloomed on Phil's cheeks even as he trailed a hand up Clint's chest and tenderly cupped his cheek. "They react quickly, impulsively, if I'm not careful," he said. "Another reason to keep them hidden."

"So..." Clint turned to brush his lips over Phil's palm, tongue flicking out to taste his skin. "You often get impulses to put your hand down my pants?"

Phil chuckled. "Among other places," he murmured, leaning up to kiss Clint.

Clint kissed back, then moaned when the tentacle wrapped around his cock squeezed. "I wish," he panted, hips rolling against Phil almost involuntarily as the tentacle rippled around him. "I had a few more hands so I could show you what this feels like."

All Phil's tentacles tightened for a moment, like a full body hug--or a full body grope, given the tentacles still petting the curves of his ass and nudging shyly at the crease. Clint put his head down on Phil's shoulder, and Phil turned, his lips brushing Clint's ear. "I'm not sure that could feel any better than it does to use them," he murmured. "They've been bound day after day, coiled up tight and strapped down until they ached. Even at night, when I locked myself in my bedroom and closed the blinds and stretched, it wasn't like I needed them to turn the pages in a report or use the tv remote. But now..." He squeezed again, and a thin tentacle tip traced its way up Clint's jaw. Leaning up a little, Clint met Phil's gaze as he flicked his tongue out, just touching the tip of Phil's tentacle. Moaning, Phil pushed the tentacle between Clint's lips and Clint sucked, wrapped his tongue around it and stroked. "Oh God," Phil gasped. His gaze fixed on Clint's mouth. "Oh God, I've never-- Never--" Clint turned his head, and Phil took the cue, slipping the tentacle out of Clint's mouth.

Clint leaned down close, until his lips brushed Phil's ear. "Never gotten them wet?" he said. "With saliva, or come, or lube? Never put them inside someone?"

Phil bucked up against Clint, his cock hot and straining where it rubbed against Clint's hip. "Fuck, yes, Clint, would you let me?" The tentacles exploring Clint's ass finally parted his cheeks, nudging against his hole. Beneath Clint, Phil was wide eyed and flushed, like he couldn't believe this was happening.

Like he couldn't believe it. A bubble of pure, ecstatic happiness bubbled up in Clint's chest. He couldn't help but laugh, even as he leaned down and kissed Phil again, hard and deep. "Let you?" he said when he pulled back. "God, Phil, I want to. I want everything. Every part of you. Especially," he turned and kissed the tentacle that he'd kissed, still tickling his cheek, "especially the bits no one else gets."

Phil cupped Clint's cheek in his hand again. "I love you," he said quietly.

"Me too," Clint said.

Phil's eyes crinkled. "Wanna see a neat trick?"

Clint grinned back. "Sure."

One of the tentacles that had been petting Clint's neck and shoulders unwound and headed for the bedside table drawer. It hooked the handle and pulled the drawer out, then caught up lube and condoms in two coils of its length and brought them back to drop them on the bed by Clint's hip. Clint laughed and leaned down to kiss Phil quickly. "That is a neat trick. But do we need the condoms?" He licked his lips. "If you're going to use the tentacles, I mean."

"I don't need to wear one," Phil said, rubbing his thumb over Clint's mouth. "But I was kind of hoping you would," he parted his legs, so that Clint went from lying atop him to lying between his thighs.

Clint shivered. "Yeah," he said horsely. "Being inside of you while you're inside of me sounds pretty fucking awesome." He looked as his hands, curled up on the bed since he was braced above Phil on his forearms, and then gave Phil a dirty grin. "I think you're gonna have to handle the prep, though."

"Fortunately," Phil said, reaching down to palm Clint's ass even as a couple more tentacles unwound from Clint's body and picked up the lube and separated a condom from the strip, "I have more than enough hands." He gave Clint's ass a squeeze as he opened the bottle of lube. His expression took on a mischevous edge. "I'm afraid you're still going to have to wait your turn, though."

The tentacle with the lube disappeared between their bodies, brushing by Clint's belly and thighs on its way, and then Phil's eyes fluttered shut and he moaned. Clint's breath stuttered as he realized Phil was opening himself up with one of his tentacles. All Clint could down was look down at him, watching shivers of pleasure cross Phil's face. Every now and then he'd give Clint's ass a helpless squeeze with his hands and oh, fuck, Clint hoped Phil would be ready soon because Clint was a little too ready.

"Phil," Clint rasped, startled at the rough helplessness of his own voice. The tentacle that had been wrapped around his cock this whole time let go and Clint gave a whimper of denial, but then smooth latex was rolled down over his shaft and he groaned, biting his lip, trying to hold one even as the the firm tips of two tentacles stroked the condom into place. "You ready?"

"Mmmm," Phil arched up against Clint and opened his eyes, hot and languid. "Yeah, come here."

The tentacles wrapped around Clint's body pulled and moved, urging him forward as Phil lifted his legs and wrapped them around Clint's waist. Clint let himself be moved, moaning when a tentacle tenderly cradled his cock and guided him into Phil, falling away as Clint pushed inside of Phil, his ass slick from prepping himself. "Oh God," Clint whimpered as he sank slowly into Phil's body, Phil's tentacles petting him encouragingly and tugging on his thighs. Soon he was pressed close against Phil, heat wrapped around his cock, tentacles twitching happily against his skin, and Clint had to put his head down and just moan for a moment, sucking in desperate breathes because fuck, this was way, way too good.

"Clint, Clint," Phil said, breathless. One hand moved up from Clint's ass to thread into his hair, rubbing his scalp. "We're not done yet."

Clint managed a ghost of a laugh, "I'm damn close to done," he managed, grinding into Phil's body a little.

"Mmmm, not yet you aren't." Phil kissed him slowly, and somewhere in the middle of it the tentacles returned to Clint's ass. Phil's hand pulled one of his cheeks aside and the tentacles, slippery with lube now, brushed over his entrance.

Clint moaned into the kiss as one of the them pushed inside. It wasn't like a finger. Too smooth, too flexible, immediately curling and twisting inside of him. Clint broke the kiss and pressed his forehead to Phil's closing his eyes and gasping as the tentacle moved deeper.

"Good?" Phil asked softly.

"Yes." Clint shuddered in pleasure, then cried out as a second smooth, eager tip pressed inside of him. Fuck, they way they moved. He could feel it every time they flexed, could feel them exploring inside of him, gentle and eager, sliding deeper, twining around each other, coiling and uncoiling. "More," Clint panted. He forced his eyes open, looking into Phil's, so close. "More, Phil."

"I have more," Phil answered. He cupped Clint's face in his hands and kissed him. "Can you move for me?" he squeezed down around Clint's cock and Clint's hips jerked even as he moaned.

"Gonna need some help," Clint said. He felt liquid and uncoordinated, but between Phil's hands and tentacles wrapped around his hips and thighs, and what focus Clint could scrape together, they got him moving in a slightly shaky rhythm, punctuated by eager surges when the tentacles inside of him squirmed just right.

Clint almost lost the pace of his thrusts as a third tentacle nudged its way into his ass. "Oh fuck," he gasped, and then it thrust and he could only move with it, driving his cock into Phil, and Phil moaned and squeezed down on him, tentacles and hands and ass and Clint just fucking lost it. He couldn't think, could do anything but fuck into Phil and beg for more, more of the tentacles twisting and stroking inside of him, more of the limbs holding him steady and helping him move, more of the heat of Phil's body.

Clint almost didn't realize it when he started coming, the throb of completion nearly lost in the pulses of pleasure echoing back and forth between his cock and the eager tentacles filling his ass. As the waves of his climax started to ebb, Clint gathered himself to give Phil a few last, hard thrusts. Phil moaned and clutched Clint close, his face going slack with pleasure as he finished, too, his cock throbbing wetly between them.

Slumping down, Clint knew he had to be heavy, sprawled over Phil like this, but he really couldn't move just yet. Phil's tentacles were still wound around him, though less tightly now. So he just lay there, slowly catching his breath.

Eventually Phil's hands moved up to stroke Clint's sweat-damp hair. "Good?" he asked.

Clint let out a breathless laugh. "Fucking awesome."


They gave it another minute or two before Phil finally managed to unwind his tentacles, including finally withdrawing the three of them buried inside Clint. Clint shivered as they slipped free, too fucked out for more. The it was his turn to carefully pull out of Phil, who shivered just the same.

Clint turned onto his side so he could watch Phil. He was sweaty and come streaked and his hair was everywhere. And he had eight tentacles draped all over him, apparently just as wrecked as Phil himself. He was perfect. Clint couldn't help smiling. "I'm guessing you haven't gotten a work out like that in awhile."

Phil laughed, turning to meet Clint's eyes. "Not in any sense of the word," he said warmly. He reached out and took Clint's hand in his. "You have no idea how terrified I was that this--" he waved at himself "--would be too much."

Clint gripped Phil's hand. "I was afraid you were dead. Nick drops a pretty good hint, but I didn't know for sure, so I was afraid. After that, I don't think there's anything you could have told me that I wouldn't have accepted, as long as it meant I got to have you back."

"I'm sorry we made you wait," Phil said, regret lining his face.

"Tell me you love me again and I'll forgive you," Clint said, making himself tease.

The regret was washed away by tenderness. "I love you." Phil lifted Clint's hand to his lips and kissed his knuckles. "I love you." His wrist. "I love you." His elbow.

Clint laughed.

But he didn't tell Phil to stop.