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The cold, rough plaster of the wall scraped the bare skin of John Carter's back. Walter's breath on his face was hot. He leaned into John and the buttons of his coat, the buckle of his belt felt cold and hard as they pressed into John's naked chest and stomach. One of Walter's hands grasped the back of his neck, pulling his face to Walter's mouth. John parted his lips, allowed the invasion of Walter's tongue. Walter pulled away and rubbed his face against John's beard. His lips against John's ear whispered, "On the bed, now."

John nodded and the cool air of the room encircled his body as Walter stepped away. John walked to the bed, leaving behind the puddle of his clothes. The carpet felt rough under his bare feet, and there was a sense of being exposed, like walking into a room full of people, and being the only one naked. He started to pull the covers down on the bed, but Walter simply said, "No."

John turned and looked at him standing near the door, his long black coat shrouding him in the dying afternoon light. The drapes had been drawn so that only a little of the orange sunlight illuminated the room. Walter walked across the room, his stride deliberate and long, and pulled the drapes back so that the room was flooded with what was left of daylight.

John couldn't see Walter's face at all now. He was a towering silhouette against the glass. The lake sparkled in the distance. He didn't make any sound, but stood still, watching. A matter of hours ago this would have been unthinkable, unnerving, intimidating as hell. Walter was big and silent. John knew he was also gentle and caring, so he stood next to the bed, nude, waiting for Walter to have his fill of seeing him.

Walter took the bag from the pharmacy from the pocket of his coat and tossed it onto the bed. Then he slid his coat from his shoulders and began to slowly undress. John smiled as he heard, rather than saw, the buttons of his shirt being opened. With no light on in the room, John could see no details of Walter's movement, just the shape of him against the windows. The shirt peeled away and the muscled shoulders flexed before the sound of a zipper being pulled down echoed in the quiet room.

John realized he could hear his own breathing. He thought if he was quiet enough he could probably hear his heartbeat, too.

The slacks dropped to the floor and then the briefs. Walter leaned down and made a motion near his feet. Socks, John thought. Removing socks.

"Open the bag."

John took the bag from the bed and opened it. A box of condoms and a tube of K-Y. His heartbeat speeded up a little, and he felt a clenching low in his body.

"Nothing you don't want."

John tried to wrap his mind around the idea of what the lubricant meant. He found that he couldn't do it. He realized he was shaking his head no. He couldn't even find his voice. He felt Walter near him before he heard the voice.

"It's all right."

A hot hand on the back of his neck, the other taking his chin and turning his face so he looked into Walter's dark eyes. "I can't," John said softly. Walter kissed him gently, and then started to move away, John pursued him, reaching up to grasp his face and deepen the kiss.

When he broke away, Walter reached out and took the K-Y from John's hand and set it on the night stand next to the bed. Then he reached for the condoms. John stood empty-handed, watching as he tore the box open, removed one foil packet, dropped the box next to the K-Y, then opened the foil.

He knelt next to John and his hand moved up John's leg, stopping at his groin to cradle his balls with gentle fingers. He leaned forward and began to kiss the flesh where John's legs joined his body, tracing the lines of veins with his tongue. Walter's hand moved to squeeze the shaft of John's penis. There was a rush as blood began to flow to his groin, and John grew hard in Walter's hand.

When his erection was full, Walter placed the condom on the head and slowly rolled it down the length of his penis. Suddenly it was all heat and suction as Walter's took him into his mouth. "God!" John grabbed at Walter's shoulders to steady himself.

One hand reached behind him, holding him by one buttock, pulling him deeper into Walter's mouth. The other held his penis at the base, squeezing and stroking in time with the movements of Walter's tongue and lips.

"Jesus, oh Jesus…" As the pressure grew, John rode the cresting waves of pleasure, letting himself go only feeling touch. Everything was ultra-sensitive, magnified.

Then there was nothing. Walter's hands and mouth were gone and John's head began to spin. His heart rate was outrageously fast and he was no longer sure he remembered how to breathe. He fell back onto the bed, only remaining sitting up by chance. He gripped the edge of the mattress and groaned.

Then he felt Walter's hands on his shoulders from behind. He was pulled down onto the bed, dragged a little toward the opposite edge. Walter stood above him, his penis looking even larger from this close and below. He had another condom in his hand. John watched as he quickly put it on. He bent over and John opened his mouth, letting Walter push the head past his lips, toward his throat.

Lying on his back, his head over the edge of the bed, John realized he could take most of Walter's length without choking. John closed his eyes and concentrated on recreating the sensations that Walter had just given him. He had a whole new respect for the women who'd given him head over the years. It wasn't easy, and the focus it required made his own erection wilt.

Walter pulled out of his mouth and squatted down beside the bed. He captured John's mouth in a deep kiss, carefully bracing his head and neck with his big hands. As the kiss went on he began to tangle his fingers in John's hair, holding his head tightly. It almost hurt, but the kiss and the hot touch of the hand beneath his neck distracted him from thinking of the pain.

"Dizzy," John said as he broke away from Walter's mouth. "Jesus, I'm going to have brain damage."

Walter laughed.

John pulled away and sat up. "I'm not getting enough oxygen. Really." He felt the bed sink as Walter sat down behind him.

"Breathe through your nose."

"I tried that. I can only get little breaths that way."

Walter's arms wrapped around John's chest and he dragged the nails of both hands across John's nipples. Goosebumps pimpled John's skin from head to toe, his nipples stiffened into dark nubs. Walter's fingers trailed down across ribs, abdomen and then to penis. He quickly stripped off the condom and began to stroke and squeeze, bringing John's erection back to life.

John rocked his hips, pushing into Walter's hand, wanting the friction, the tightness there. Walter obliged him.

"This time we will take it slow," Walter said softly. He took his hand away and John arched up trying to follow it.

"Shit. You're going to kill me."

"It's more likely to kill me."

Walter laid John down on the bed, using one pillow beneath his head, and placing a second beneath his hips. He straddled John's chest, his knees pinning John's arms to the bed. John felt Walter's weight on top of him, and fought down a slight sense of panic. Walter wouldn't hurt him. He was sure of that. Walter's fingers moved through his hair, massaging the muscles that covered his skull. Minutes later he moved to John's neck, digging fingers into the skin, and John could hear the vertebrae crack as everything moved into alignment.

Finished with the neck, he worked on John's face using not only his hands, but his mouth, tracing the lines in his forehead, biting the lips, rubbing the points where the jaw hinged, making John's mouth hang open so that he could plunder it again with his tongue.

At the rate Walter was moving this was going to take hours and John was sure he would not be able to stand it. He was already so hard it had to be constricting blood flow to the brain. He couldn't think straight. He felt light-headed. He closed his eyes and felt himself falling, losing conscious control of his senses.

He moaned and the sound was lost in the hollow of Walter's mouth as it covered his. No one would even hear him die. Walter would absorb all his sound, all his heat, all his strength. He would die lying here beneath the man.

Walter moved down, kneeling across John's hips, his mouth found one nipple and teeth closed on it. John yelped and tried to pull away, but he was held. He was wrong, he would not be absorbed, he would be devoured.

Every inch of his body had been touched, sucked, kissed, and bitten. His skin burned from constant friction and he was soaked with perspiration. Walter moved him once more onto his back and rested on his hands above him on the bed. Sweat dripped from his face down onto John, like Chinese water torture, dripping into his face. He turned his head and Walter probed the opening of his ear with his experienced tongue. As impossible as it seemed, that made him even hotter. John arched his body up to try to gain some contact with Walter's. The one place he wanted friction, Walter had studiously avoided giving it. Grazing, occasionally stroking, and once or twice running his mouth along the shaft of John's penis, Walter had kept him hard, but given him no release.

"Jesus Christ, Walter, please…"

"What do you want?"


"Tell me."

"Make me come, Walter, please…"

Walter rolled away, lying on his back next to John. John could hear him breathing.

"Walter, are you okay?"

John raised his head and looked at him. Walter was smiling.

"You're driving me crazy."

"I know."

Walter reached out and pinched the nipple closest to him. John felt it all the way to his balls. "Are you going to do this for me or do I have to do it myself?"

Walter reached over and took John's penis into his hand. At his touch, John leaned his head back and let out a cry. It felt so good, and very quickly Walter stroked him, pumping him hard and fast and John collapsed back onto the bed as he felt the release of orgasm hit him, wave after wave of pleasure. His hips rocked and he screamed, the scream disintegrating into choked laughter.

"Oh, fuck. Oh, God. I'm a dead man."

Walter got up and went into the bathroom, returning with a warm, wet washcloth. He washed the semen off John's stomach, cleaning his now limp penis and groin. John closed his eyes and reveled in the caresses of the cloth against his skin. The sex had been the most intense, agonizing and incredible all at once, that he'd ever had. The fact that it had come at the hands of a man was more than a little confusing. It was fucking scary.

He reached out and his hand found a thick thigh. His fingers ran along the line of the quadriceps, feeling the heavy muscle, skin and hair. John rolled his head and looked at him. Walter's erection pointed out from his body like an accusation. "You haven't come."

Walter set the washcloth on the night stand. He reached out and ran his hands over John's body. The sweat had started to dry and his hands felt hot, comforting in the cool of the room. God, the combination of strength and tenderness was just devastating. He'd never known anything like it and in a few hours it would be gone from his life forever.

Sadness began to rub inside his chest, against his ribs like something alive. "I can't leave you like that," John said. He reached out and took Walter's penis in his fist, pumping it gently.

"Why don't I lie next to you and you can use your hand?"

"Make love to me."

Walter chuckled. "I thought I just did."

John felt the hot blush, but he forced himself to look directly at Walter. "No, I mean…you inside me." John's heart hammered in his chest. He felt Walter's erection bloom in his hand.

Walter shook his head. "No. I'll lie next to you. You can use your hand."

John took a deep breath. His ears were ringing and some distant part of his brain wondered if indeed he'd suffered some sort of brain damage. He was terrified of the words he heard coming out of his mouth, but he meant them. In a few hours Walter would be gone from his life forever. It would only be this once. How bad could it be? Very, very bad, the doctor part of his brain argued. Medically he understood all the implications of penetration.

Walter's hand stroked his cheek, smoothing the hair of his beard. To John the gesture seemed more intimate than anything sexual they'd done together. He closed his eyes and put his hand over Walter's, holding it against his face. "I'm serious," he said. "Please." The room was so silent John could hear the air passing through the heater vents. The sounds of the street drifted up from outside, and the wind whistled against the windows, vibrating the glass. He stayed motionless, Walter's hand still held against his face. He heard Walter exhale.

"If you're sure."

John nodded, afraid to trust his voice.

Walter took his hand away and ran it gently the length of John's body. John felt the breath go out of him and he relaxed a little.

"On your stomach. It will be easier for you."

John nodded again and Walter helped him roll over onto his stomach. Walter carefully adjusted the pillow beneath his hips, raising his buttocks slightly. For several minutes all he did was rub John's back, his fingers massaging the muscles from his shoulders down to his thighs. John turned his head so that he could see Walter, but when he reached to the night stand for the tube of lubricant, John turned his head away.

"John, if you don't breathe, I'm not going to do this."

John realized he had been holding his breath. He exhaled, then inhaled noisily. "Sorry."

"It's okay. We can stop anytime."

"I want to do this."

"You don't have to."

"Jesus, Walter, stop talking, please?" John heard the crack in his voice and hoped like hell that Walter hadn't.

Nothing happened for a moment, then he felt some movement. Seconds later Walter spread his buttocks and a mixture of the coolness of the gel and the heat of Walter's finger touched John. Everything on him clenched, including his teeth and his fists against the sheets. Relax! his mind screamed, but his body was giving a big fuck you to that command.

Walter's finger rubbed and coaxed, and his deep voice whispered, "Breathe, John. Deep breath. Come on."

John took a deep breath and exhaled slowly and as he did the pressure increased and Walter's finger sank to its full depth inside him. This wasn't so bad. They'd been here before. He felt the in and out motion begin and slowly he relaxed. "Oh, Jesus," John moaned when Walter dragged the finger across his prostate. His hips began to rock a little.

Walter pulled his finger out and then John felt the pressure begin again, this time it burned and he realized Walter was pushing two fingers inside him. Relax, relax, relax, the voice in his head chanted and John could not stop it.

Walter was patient, taking his time, allowing John's body to adjust to the intrusion, to relax. When he went to three fingers it hurt. There was no other word for it. John buried his face against the pillow to hide the grimace. Oh, Christ, it hurt. Walter stopped the in and out motion of his fingers and began to nudge and stroke the gland through the muscle wall. Sparks of pleasure arced up through John's spine and he lifted his head from the pillow, his body arching up to meet the pressure, increase it, prolong it. The pain was still there, but it was over-taken by the sheer electric ecstasy that shot through every nerve in his body. The motion of the fingers started again and John pushed his hips up to meet it, take it deeper.

John heard the crinkle of the foil and felt the emptiness where Walter's fingers had been. He pressed his face into the pillow and tried vainly to quiet his mind. Different parts of his brain were shouting different things, and he was afraid to focus on the physical knowing that there was going to be pain.

More cool of the lubricant, gentle probing with two fingers now. Then the insistent pressure of Walter's erection against the entrance to his body. Walter placed one large hand in the center of the small of his back, bracing both with and against him.

John covered his mouth with his hand, and felt the scream surging up from deep inside him. The burning told him the tissue was tearing in spite of Walter's careful preparation. Tears filled his eyes. Walter was taking it slowly and a part of John's brain screamed for him to hurry, get it over, do it now, but he knew that wouldn't lessen the hurt. Then he was in, and a sensation that could only be described as full overwhelmed John.

Neither of them moved for a moment, then Walter drew back. As he moved forward, pushing in deeper, his penis made a long arrow of pressure against John's prostate and the fullness was accompanied by surge of excitement that had John hard again. Walter's weight drove his hips against the pillow, and the fabric rubbed his erection as the softness of the pillow enveloped it.

Walter's thrusts hesitated and he stopped, buried inside John. He covered John's body with his, rubbing his face against the back of John's head. He whispered, "You're so tight and hot." He pushed one hand under John's hip and grasped his erection. "I want to make you come again."

John was beyond words. He nodded and Walter raised up, taking his weight off his back and began to thrust again, moving in and out of John's body. His hand stroked and squeezed John's penis and again John felt the dizziness descend as everything centered around his penis, balls, and ass. A tightness just behind his balls spread up to the root of his penis and he realized he was making some kind of noise, but he wasn't sure what exactly.

Suddenly he knew he was screaming. His orgasm slammed through his body, racking him with spasms, taking away his breath. He felt Walter inside him, and thought he could feel the throb of his orgasm, but he wasn't sure. He wasn't sure of anything except that nothing had ever hurt so much and felt so wonderful at the exact same moment and that he would never, never be the same again.

John woke up slowly. Walter was asleep, his hand resting John's hip. His watch read 3 a.m. Oh, God. He had to be at the hospital at 6:30 and he'd need to go by his room first. No way he could get by with the clothing he'd had on since Wednesday night. Careful not to disturb Walter, John slipped out from beneath the covers and headed into the bathroom.

Just walking he was acutely aware of the soreness of his backside. The next few days were going to be a little rough. Of course, he could always get his hands on some suppositories from the ER. They weren't the kind of things that anyone went crazy over if a few were missing. He pissed, then looked in the mirror. His hair was standing on end all over his head. He needed a shower, but didn't want to take a chance on waking Walter.

John opened the door to the bathroom and quietly retrieved his clothing. He dressed quickly, leaving only his shoes and coat to be put on. Then he walked back into the room and took hotel stationary and a pen from the desk. He retreated to the bathroom once again. He sat on the edge of the tub and tried to compose his note.

What did he want to say? That Walter had altered his life in ways he didn't even understand yet? That he would miss it all, even the pain, for the rest of his life? That a part of him knew he was leaving behind someone he could love?

"Oh, yeah, right. Tell him that and watch him run all the way to the airport," Carter said softly.

He shifted on the side of the tub. It was hard and his ass was really sore. He was pretty sure he would never want to do it again, but he was glad that he'd let Walter…well, face it, John, you let him fuck you. John sighed. That really didn't describe what had happened at all.

He rubbed his forehead with his fingers and tried to think of what to write. He couldn't leave without saying something. Finally he wrote, 'Walter—I will always think of you and remember the 32 hours we had together. Nothing could have prepared me for it. Really, no regrets. Yours, John.' He read it over. It would have to do.

He went back into the room, leaving the bathroom door cracked so that he would have some light. Walter had kicked off most of the covers and was lying in the dark, his splendid body stretched across the bed. John stood for just a moment and watched him, drinking in the look of the body he'd come to know so quickly and so well. He put the note on the table next to Walter's glasses. He started to go toward the door, but stopped and went back to the bed.

John leaned over and kissed Walter's forehead, pausing to breathe in his scent and the smell of sex that lingered over the bed.

Then he walked away, picking up his shoes and coat. He opened the door quietly, slipped out into the hall and closed it behind him.

He looked at his watch. It was 4 a.m. If he hurried he could get back to his room before five and that would give him time to shower and change. He had a twelve hour shift ahead of him, and with the holiday it was likely to be busy. In front of the hotel the parking attendant muttered as he took John's chit. John stood shivering in the cold, wrapping his coat tightly around him as he waited for his car. Five minutes later it was there. He handed the attendant a tip and climbed into the driver's seat. The heat was on and already starting to blow hot air.

He pulled away from the hotel and headed across town. There was almost no traffic on the streets. It was still dark, and the street lights burned brightly. John ignored the tears that threatened and concentrated on his driving, forcing the image of Walter's sleeping body from his mind.