Michael was depressed. He'd missed Brian again at Babylon, and he was tired from searching for him all night. He needed to talk to Brian like no other time. He was upset, lonely, and just plain sad. Michael needed a hit of Brian to bring the smile back to his face. Okay, so Brian wouldn't fuck him, and probably wouldn't even kiss him, but he'd hug Michael and stare into his eyes, and well, tonight that was enough for Michael.

He'd left Emmet and Ted at the club without explanation, afraid to admit how badly he wanted to see Brian. The three of them had gone to a couple of clubs tonight, at Michael's insistence, and without explanation, but still, no sign of Brian. He'd probably found a really good fuck that he didn't want to leave. Hah - that was a laugh. When did Brian not want to leave?

Michael walked up and down the rain drenched streets, wandering aimlessly, until he found himself at Brian's place. He hadn't meant to come here - well, okay, he had - and now that he was here, he missed Brian more than ever.

Michael tentatively walked up the steps to the door, and held his finger over the buzzer. Oh fuck, Brian gave me a key for a reason, he thought, as he fished the brass key from his pocket. He unlocked the main door, and stepped in to the elevator. Excitement grew in his stomach at the thought of seeing Brian. He was embarrassed to admit to himself that he was even getting a hard on.

The elevator opened, and Michael stood in front of the metal door... maybe I should just go home, he thought. Maybe I'm being stupid... Brian probably has someone with him, and I'll just walk in there to get hurt...

The door to the loft suddenly slid open, making Michael jump back a bit. His face broke into a smile, as he started to exclaim his best friend's name... but the grin quickly faded as he was greeted with Justin's face.

"Oh... it's you. I thought..." Justin started, his face as downfallen as Michael's. He turned to go back into the loft.

"What the hell are you doing here?" Michael exclaimed. He didn't like Justin - well, to be honest, he liked him, but... Justin got to be with Brian in a way that Michael never would. Every time Michael looked at Justin's blond hair, full lips, and tight ass... he just imagined Brian's fingers in that hair, Brian's lips touching Justin's lips, and Brian's hands smoothing over Justin's round, sensual butt cheeks... Michael shook his head to clear the images that crept in.

"Same as you - waiting for Brian," Justin replied, as he sauntered back the loft, not even turning to look at Michael. Justin wasn't impressed to see Michael - he knew that Brian loved Michael in a way that he would never love Justin. Brian's friendship was something that was so rare... and Michael had such a huge part of it. Justin would never have the deep relationship with Brian that Michael did.

"Isn't that what we all do," Michael said as he walked into the loft. "So he's not here."

"Nope... and I've been here all night waiting for him." Justin said, flopping down on the sofa, and picking up the channel changer for the TV. "He's probably at Babylon."

"I was just there - no sign of him," Michael sat at the bar, feeling uneasy being in Brian's loft with Justin. It just didn't feel right. He just didn't feel right.

"Well... I guess..." Michael didn't know what to say. He didn't exactly want to leave, but he felt like Justin had "first rights" to the place. He stood up to go. "I guess I should..."

"Do you want a drink?" Justin interrupted him.

Michael started to sit down again. "Yeah, sure." He had no where else to go.

Justin pulled a bottle of vodka from Brian's freezer and a couple of shot glasses. "No point in us feeling rejected alone." Justin smiled at Michael coyly, for a moment. Flirted just a bit... just to see... Michael had to look away. For a second there, he felt a little... well, just a little -

"God, I am so fucking horny!" Justin exclaimed suddenly, throwing his head back and laughing. He poured a shot for Michael and pushed it over to him. A second shot was poured, and Justin tossed it back.

Michael looked up at him. "Is that why you're here?" he asked.

Justin looked to his feet, then back up at Michael, an innocent blush creeping up his cheeks. "Maybe," he smiled. "Fuck yeah," he grinned at Michael again, leaning onto the counter towards Michael. "Why'd you want to see him?" he asked, pouring himself another tall shot of vodka.

"Oh... just to talk, I guess," Michael took drank his first shot, then pushed his glass to Justin for another. He watched as Justin poured the vodka over the rim, spilling onto his hand. Justin quickly licked his hands, sucking the liquor from his finger. Michael found himself staring at him, more than just watching him. Their eyes met, and Michael quickly looked away.

Justin seemed different here to Michael. It must be the setting, Michael thought. This being Brian's place, Michael's earlier thoughts of Brian, the way Justin's shirt was so tight across his chest... Stop it, he ordered himself in his mind.

Soon more shots were poured, and more, and more... and then the two fell onto the couch together, laughing, talking comic books. Justin loved to draw them, and Michael loved to read them. They talked of story ideas, "what if's", new characters, and more. Justin draped his leg over Michael's knee, playfully, comfortably. Michael unconsciously put his hand on Justin's thigh, rubbing his hand on his soft jeans.

The clock had turned to three, and still no sign of Brian.

Michael yawned. "Well Justin, I don't feel as depressed as I did when I got here. Thanks." He smiled at the young man, his eyes crinkling at the corners, a genuine friendship ready to be born.

"Sorry to say, you didn't do too much for my problem though," Justin pointed at the bulge in his jeans.

"Hunh? Oh... yeah," Michael blushed. He was more than a little drunk, and knew Justin was as well. He almost forgot where he was, who he was, and started to lean into to Justin. His blond hair, tight shirt, soft blue eyes... his lips begging for a kiss... Michael caught himself part way.

"God - I - I," Michael started an excuse, when Justin wrapped his hand around the back of Michael's neck and pulled him close. Justin stared into Michael's dark brown eyes for a moment, then closed his eyes and slowly placed his soft lips on Michael's. Justin knew this would be his chance to dominate, to take over, to have someone the way that Brian took him. Justin sank deeper into the kiss, rolling his tongue over Michael's, and slowly brushing his fingers through the soft short hairs on the back of Michael's neck. He wrapped his arms around Michael's waist, pulling him even closer, breathing in his cologne, the scent of his freshly laundered cotton shirt, and his breath sweet with liquor. He played his tongue in Michael's mouth, exploring the new taste and sensation.

Michael just closed his eyes, amazed at how soft, how fresh, how young Justin was, allowing himself to be taken over by the smaller man. Michael had never been with anyone like this. The men that always wanted Michael were bigger, stronger, more masculine... Justin was to Michael as Michael was to everyone else. His erection pressed hard against the crotch of his pants. Justin's hand slipped down the back of Michael's loose pants, playing with the band of his underwear.

Michael pulled away from Justin for a second, resting their foreheads together, panting onto one another. "We shouldn't, we shouldn't...", he whispered softly, his voice ragged with lust.

Justin put his palms on Michael's cheeks softly, pulling him close again, "Why not?" He looked down at Michael's tight bulge.

Michael suddenly laughed, realizing there really was no reason why they shouldn't enjoy themselves. Why he shouldn't he let Justin take advantage of him. David had left him, Brian didn't want him... "I don't know why not!," he exclaimed suddenly. "I don't! I guess it's..." He sank into Justin's embrace, letting the rest of his sentence go unsaid. Michael then pulled himself on top of Justin on the couch, straddling him, pressing their crotches together. He slowly swiveled his hips, grinding into Justin, their cocks hard against one another through the cloth of their pants.

Michael took Justin's wrists in his hands, and pulled them over Justin's head, holding them loosely, restraining Justin, as he moaned with Michael's movements. Michael leaned into Justin, kissing him deeply, running his tongue over his teeth, and savouring his sweet taste. He licked Justin's neck, tracing the outline of his jawbone with his tongue, working his way around Justin's face with small kisses.

Finally he came to Justin's lips, licking them softly at first, the two breathing into each other's mouths, hot breath mingling together. Justin lifted his head to kiss Michael heavily and Michael gave in, releasing Justin's wrists and leaning in to the kiss.

Justin began to unbutton Michael's shirt, pushing his hands over Michael's bare chest, still kissing him deeply. Justin loved to kiss... loved to explore another man's mouth with his sensitive tongue... the softness, the sexiness of it... something he learned from Brian.

The two of them slipped to the floor, lying together on Brian's soft rug. Michael lay on his back as Justin straddled him, sitting on his chest. Their eyes stay focused on one another as Justin pulled his tight t-shirt over his head, tossing it aside.

"Let's go to his bed," Justin started to stand, but Michael pulled him back.

"No... we can't," Michael knew, even in his drunken and aroused phase, that it just wouldn't be right. That he couldn't go there... to that sanctum.

"Come on... it's okay. He's not here," Justin raised himself up, standing over Michael. He unbuttoned his jeans, revealing his naked skin underneath. He released his cock from his pants, and it stood straight out, beckoning Michael. He reached out a hand for Michael to stand up. "Come on."

Michael looked up at Justin, a perfect young thing, so good looking, so amazing, so young, he thought for the second time tonight. Justin's cock throbbed with passion... his hand held out... Michael just couldn't say no.

He took the outstretched hand and stood slowly. Justin grabbed Michael by the belt loops, pulling him close. He knelt down in front of Michael, unbuttoning his jeans and pulling them down and helping him step out of them. Both hands on Michael's firm ass, Justin buried his face in Michael's underwear, rubbing his teeth over Michael's pulsing cock, nipping at the fabric, teasing him.

Michael touched Justin's soft blond hair, running his fingers along his scalp, clenching his hands into fists, grasping tufts of hair in his hands. Justin slid Michael's underwear down, and didn't hesitate to take Michael's cock in his mouth. Michael gasped suddenly at the sensation, forgetting who was taking him, only focusing on the intense pleasure Justin was giving him.

Justin sucked on Michael's cock, taking it all in his mouth, then pulling back to lick the head. Michael's moans urged Justin, faster... harder... oh my... Michael couldn't believe how talented Justin was - he thought this was the best blow job he'd ever had. Michael's hips pushed himself forward into Justin's mouth, fucking him faster and faster, until he suddenly felt ready to release. He tried to pull out - he didn't want to cum in Justin's mouth, but Justin pushed him back in, intensifying his orgasm, taking him higher and higher... Michael couldn't help but moan out loud, panting and gasping for breath as he released into Justin.

"Oh...," Michael slumped over into Justin's waiting arms. "I've never had... that was..." Justin kissed Michael to stop him from talking.

"Come on..." Justin took Michael's hand and led him to Brian's bed. Justin slipped onto the sheets, spreading out on the bed - familiar territory for him. Michael stood at the end of the bed... looking at the place he'd never been taken to before. For Michael the dark sheets meant so much more... it was somewhere he'd never been, somewhere he'd probably never go again.

He tentatively walked up the steps to the bed, looking at Justin. His legs apart, arms spread wide, waiting... waiting for Michael.

Michael climbed up the end of the bed and straddled Justin. Despite being so drained only moments before, he was renewed looking at Justin - his body, so soft and his cock, standing straight in the air, ready for Michael.

Michael kissed Justin hungrily, noisily, wetly... then slid his tongue down Justin's neck, tasting his sweet skin, lapping at his adam's apple, sucking on the soft skin on his collarbone. Justin was so pure, so unlike anyone Michael had ever had... he didn't want to remind himself that Justin was almost half his age.

He slowly licked at Justin's chest, tracing his nipples, gently biting his skin. Michael loved to taste him, to suck him, to smell him... Justin ran his fingers through Michael's hair, guiding him, leading him... Michael wrapped his lips around Justin's hard cock. It was throbbing so hard, Michael swallowed and swallowed, sucked and sucked... suddenly Justin pulled at Michael's hair, dragging his open mouth from his penis and onto his waiting, red lips. They kissed again, harder this time, more frenzied, hands moving over each other's body.

Justin slowly guided Michael over onto his back, and pushed his legs apart, pulling himself between them. Justin put one of Michael's legs over his shoulder, then another - the way that Brian had showed him. Justin ran his tongue over Michael's stomach, licking the sweat that beaded on his skin. Slowly he neared Michael's ass, gently licking him, teasing him, preparing him. Justin slipped his tongue into Michael's ass, fucking him in time with his groans.

Justin looked in the customary place for the condoms and lube, and slowly slipped the condom on his hard cock. Then he dabbed Michael's ass with the lube, and got ready to enter a man for the first time.

He eased into Michael, taken with the sensation, unlike any hand job, any blow job he'd ever had. He gasped for air... barely able to breathe. He never imagined... he never thought it could be so good..

Michael grunted with the effort, then moaned, pushing himself onto Justin, as Justin breathed out sighs of pleasure with every movement.

Neither one heard the noise behind them, so lost in passion and sex they were. The door to the loft opened slowly, and someone entered. The next thing Justin knew, a warm hand was placed on his shoulder, and he felt the cold lube on his own ass. Then Brian's voice, his breath hot on his neck, "You've found each other..." he whispered. He kissed Justin down the small of his back, slowly slipping his fingers in and out of Justin's ass. Then he pushed his cock into Justin, matching Justin's thrusts into Michael. Justin, in complete pleasure, screamed out.

Michael opened his eyes for the first time, to find Justin's face to kiss again, and saw... him. Brian's face, eyes closed, mouth open, head tilted back. Michael quickly closed his eyes, scrunching them tight. No - it couldn't be... he opened his eyes again, and saw Brian... smirking at him... looking at him...

Michael smiled, and almost spontaneously had an orgasm... he breathed in and out in and out... opened his eyes again and saw Brian, his arms wrapped around Justin, sucking his neck. Brian fucked Justin as Justin fucked Michael... Justin stroked Michael's cock quickly. Brian's hand snuck down Justin's chest, tracing his breast bone, playing around his nipples, then sliding down, sliding down to wrap around Justin's hand as he stroked Michael. He didn't touch Michael, but guided Justin's hand, firmly grasping Michael's cock, pumping him... the rhythm of the three of them in tandem, together... Michael simply couldn't take it anymore and orgasmed with an almighty scream. Justin came soon after, and he slumped over Michael, resting his head on his chest, panting, his body still moving with Brian's thrusts.

Brian leaned over Justin's prone form, looking into Michael's eyes... panting heavier, until his eyes finally closed and he came into Justin. Brian pulled out from Justin and rolled onto the bed, lying on his back. Michael was afraid to look at him... he didn't know what to think. Would Brian be mad that Michael let Justin fuck him? Did he even realize what had happened? Did Brian want Michael to go? There were too many questions... Michael could feel his brow furrowing as it often did... the pleasure he felt only moments ago replaced by angst and worry as he realized the enormity of the situation.

Justin slipped out from Michael and fell down on the bed between the two of them, panting still, moaning, a smile on his face as he recalled the pleasure of being on top... and in the middle.

"Fuck me..." he said, looking at Brian, forgetting Michael. "That was... amazing."

Michael turned on his side, away from the other two, as he heard Justin and Brian start kissing. He suddenly realized where he was... realized what he had done. In Brian's bed.

He heard heaving breathing and Justin's moans. Without turning, Michael slipped out of bed, and looking for his jeans, pulled on his underwear. He hardly dared looked back at the two of them on the bed, but he had to... he was so turned on still by what happened. He snuck a peek back at Justin and Brian on the bed. Justin's face was buried in Brian's crotch as he sucked his cock. Brian's hands massaged Justin's scalp, encouraging him to continue. Michael's glance lingered... he knew he shouldn't be here, he shouldn't watch... but nothing could make him tear his eyes away.

Brian opened his eyes... stared at Michael. A message was passed between them. It was okay... Brian was okay... he still loved Michael... as a friend. Michael finally tore his eyes away, unable to watch anymore as Justin brought Brian to climax again.

Their moans and pants grew louder, and Michael slowly stepped away... stepped towards the door, and let himself out into the cold streets... where he started, alone, cold... and more unsure than ever.