Justin was just about to enter the classroom when his cell phone rang. He wasn't going to answer, but then checked the call display. Brian. He quickly flipped open the phone and stepped back into the hall.

"Hi Brian," he said, a smile creeping up his lips. Brian rarely called him on his cell phone - Justin was surprised he even had the number.

"What are you doing right now," the man's husky voice echoed through the phone.

"I was just heading into an after school study session for English… for finals," Justin took a few steps down the hall away from the classroom so his voice wouldn't be heard. He was sure that Daphne had already seen him, but he hadn't said hello yet.

"Can you get out of it?" Brian asked quickly.

"Um, well, I should really go," Justin peeked back at the room and saw Daphne stick her head out. She motioned for him to come. He smiled at her, and pointed the phone. She mouthed 'Brian?' and Justin nodded 'yes'. Her face fell a bit… she was getting tired of playing second wheel to this new person in her best friend's life.

"Justin," Brian cleared his throat. "I need you."

"What?" He couldn't possibly have heard Brian just say that. There was no way.

"I need you, Justin," he said again.

"Isn't Michael the one you usually 'need'?" Justin asked, knowing he was being cocky, but feeling like there was more going on.

"Michael can't give me what I need from you. I'm coming to pick you up right now," Brian clicked off the phone.

Justin stood in the hallway a moment, feeling confused. Torn between feeling joy at Brian actually admitting he needed Justin, and feeling like he was being used. He shouldn't make himself available to Brian at the drop of a hat. He knew that. But… Brian's throaty voice whispered in his head… Justin looked to Daphne who stared at him from the doorway.

"Sorry Daph… Brian needs me," he said, and headed out towards the front of the school, the hallways empty as it was past four o'clock already. Justin had been spending quite a bit of time at school after hours, studying for his final exams. One missed session wouldn't kill him, though.

Justin had only been waiting for a few moments when Brian came peeling up to the front of the school in his usual fashion - tires squealing, music blaring from the open top of the Jeep. Justin opened the door and hopped in. Brian sat for a moment in the vehicle, letting it sit in park… his jaw clenched tightly, and he gripped the wheel. Justin could sense the tension in the air, and he felt a little timid in Brian's presence.

"Everything okay?" he asked, putting his hand on Brian's thigh.

Brian flashed his hazel eyes at Justin. "I just… fuck," Brian sighed loudly, releasing his grip on the steering wheel, staring at Justin. He quickly leaned forward and took Justin's face in his hands, pulling the boy to him for a deep kiss. Justin fell into Brian's grasp, giving into his soft lips and tongue pushing into his mouth.

Brian released him from the kiss, pressing his forehead to Justin's. "Thanks," he whispered. Justin's mouth dropped open at the words. Never had Brian spoken to him like that before.

"Are you okay?" he asked, genuinely concerned. "Is Gus okay? Lindsay? Michael? Deb?" Justin ran through the names of he and Brian's adopted family, fear growing in his stomach.

"Yes… everyone's okay," Brian fell back into the driver's seat, pushing out a sigh as he did so. "Let's go to the loft." He pushed the car into drive and sped away from St. James.

Brian felt guilty for calling on Justin like this. He knew he was almost taking advantage of the boy. But he felt like such shit. Justin had shown up at Brian's office at lunchtime to pick up his bag that he'd accidentally left in the Jeep when Brian had dropped him off at school that morning. Brian had given him the keys and Justin had retrieved his bag, coming back to Brian's office to return his keys. Brian hadn't said anything out of the ordinary to Justin… hadn't kissed him or anything… just went on with his day… but… later on he'd overheard some of his co-workers commenting on Justin. They called Brian a queen… then called Justin a faggot… a boy toy… Brian's plaything… his fuck buddy… his underage lover…

Brian didn't know how they knew about Justin… how anybody at work could've known… Brian never hid anything about his life, but he certainly didn't publicize it either. Someone must have said… when Brian heard the voices he just stopped in his tracks… he could handle comments about himself - he wrote those off to plain idiocy on behalf of those who made them. But to hear people talking about Justin like that… he didn't like it. He felt the same way he did in high school when stupid jocks would taunt Mikey… pissed off and ready to fight. `Course, now he was 29, not 16, and punching someone's lights out for calling your friend a fag wasn't really an option anymore.

And when Brian had heard the comments - he'd found himself at a loss for words… he'd found that he suddenly felt sick - not angry… just sick to his stomach. Instead of snapping a smart comment back at them, Brian had stepped away, sure they hadn't seen him, and had gone to the men's room. Where he closed himself in a cubicle and just breathed for a few moments. Didn't know why he felt that way… didn't understand… just knew he wanted to call Justin… and comfort him for the words he never even heard.

So Brian had called Justin. And needed to be with him. He didn't know why. He just did. He wanted Justin to do all the things he did so well to Brian. Brian would never let on to Justin that he'd found practically all of Brian's secret love spots… tried not to gasp when Justin rolled his tongue just so… forced himself not to scream out in the most immense pleasure when Justin let Brian fuck him so hard… Brian had to adjust himself in the driver's seat… he was thinking about Justin too much. Even though Justin had never fucked Brian in the traditional sense, he had definitely fucked him up, fucked him down, oh Jesus… Brian's cock grew hard in his pants.

The boy looked at Brian, watched the emotions play across his face. What was going on with him? Justin asked himself, knowing there was no point in asking Brian if he hadn't answered the first time. His eyes were drawn to Brian's pants and he saw the erection growing there… a smile slipped across his face, and Justin suddenly knew why Brian had called him instead of Michael. Well, I'll make sure Brian knows that when he needs someone for that, he can call me anytime, Justin thought wickedly to himself.

As they pulled up to his building, Brian stretched out of the Jeep, taking the stairs two at a time to the loft. Justin raced up the stairs behind him, sure he'd find Brian almost naked by the time he got there. Instead, Brian had thrown himself down on the white couch, and busied his fingers with undoing his tie. He pulled his long legs across the sofa, kicking off his shoes as he always did. He sighed loudly.

"Brian?" Justin asked timidly, walking around the couch to face Brian. He dropped his school bag beside the couch, unsure of what to expect. He had thought they'd fuck madly, then Justin would be sent back to Deb's… or if he was lucky, get to spend the night. But this… Brian just flaking out on the couch. This is what he needed Justin for? Needed to pull him out of a pretty important study session for?

As Justin stepped closer to Brian, the older man reached out quickly and pulled Justin to the couch with him. Justin settled between Brian's legs, his face buried in Brian's neck. If Brian wanted to cuddle, Justin was there, but God, he usually liked to fuck first, because his cock was starting to throb.

"Justin…" Brian whispered in his hair. "Do people ever…" Brian stopped, not sure why he needed to know this. He ran his fingers up and down Justin's back, then slipped his hand under Justin's shirt, savoring the soft warmth of the boy's skin. Brian could feel Justin's moist breath on his neck, and closed his eyes. Maybe he should just forget all this and fuck him. Maybe… maybe not.

"Justin," Brian started again. "I know that… well…"

Justin suddenly pulled himself up to face Brian and looked into his eyes. "Brian… what are you trying to get at… just ask me," Justin wasn't used to seeing Brian like this and it scared him. He didn't like it. It made him feel sad for Brian and he needed to know what was wrong.

"Nothing," Brian pulled the boy in for a deep kiss. Justin succumbed for a moment, then leaned back again.

"Brian… ask me." Justin insisted.

"Do you get picked on at school for being gay?" Brian finally came out with it. In some perverse way, he needed to know. He wanted to know if things had changed since he and Mikey were at school. If people had changed. Because from what he'd experienced today, he felt like the world was never going to accept him or his friends for who they were. And he needed to know if Justin was feeling the same pain.

Justin's face froze at the question. He truly wasn't expecting Brian to ask him something like that. Suddenly his mind was filled with images of Chris Hobbes pushing him in the hallway, sticking his foot out in gym class to trip Justin, cornering him in the locker room pushing veiled threats at Justin. And the other football players chasing him after school. And the bomb in his locker. And all the whispered and yelled names and taunts and hurtful things that were thrown at him every… single… day.

"No… Brian… not at all," Justin lied. He didn't know why he did… it just came out before he thought about what he was saying. He thought that was what Brian wanted him to say… so he did.

Relief flooded Brian's face, and Justin knew that he'd done the right thing. Even if he wasn't telling the truth, Brian had heard what he wanted to and that was enough for Justin.

"What does that have to do with anything?" Justin asked.

"Absolutely nothing," Brian whispered, pulling Justin in again for a kiss, wrapping his arms tightly around him. Justin decided not to push the subject, and let himself be kissed and held by Brian.

"So Brian… what did you need me for?" Justin asked coyly.

"I need you…" Brian kissed Justin softly on the lips. "To kiss me and touch me and let me fuck you senseless."

Justin smiled to himself, content that despite having lied to Brian, he did have some role to play in Brian's life. Brian needed him, and he didn't call some trick or go to the clubs to get it.

Brian shifted suddenly and took hold of Justin's shoulders, pulling him in to whisper in his ear. "Are you going to give me what I need?" he asked, teasing.

Justin responded by turning his face to Brian's and kissing him deeply. His tongue slipped between Brian's lips and he softly licked the inside of Brian's mouth, pushing his tongue along Brian's, tasting him, relishing the warm, wet sensation.

Finally breaking their kiss, Justin pulled himself to his feet, lightly taking Brian's hand in his. "Come on…" he smiled, suddenly feeling awkward. Usually the sex between he and Brian started out in bed or the shower or somewhere else… not the couch in the late afternoon with the sun streaming in the big loft windows. And here was Justin, taking the lead, pulling Brian off the couch, grabbing him by the belt loops as Brian had tugged him so many times before.

Brian let himself be taken, following Justin, noticing the sudden shyness, not wanting the boy to see the smile that played across his lips. They took the few steps up the loft and Justin stepped into Brian again, pulled Brian to him for a warm embrace, knowing that Brian needed something right now… and hoping that he could give it. Brian might not ever show it, well, might not think he showed it, but he needed people to love him as much as anyone else. Justin was pleased with himself that he recognized this, and knew what to do to make it better.

"Do you need this?" Justin smiled into Brian's shoulder, letting it show in his voice. He squeezed Brian tightly, and closed his eyes as Brian returned the hug.

"Yeah… but I think I need a little more," Brian released Justin, watching his face, curious as to what the boy would do next.

"`Kay," Justin shrugged off his school jacket and quickly unbuttoned his shirt, tossing it to the floor. Brian watched as he kicked off his shoes, then slowly started to unbutton his pants. Their eyes met as Justin's trousers slid to the floor, revealing the tight blue briefs that Brian loved so much. They were so juvenile, but so Justin. He loved the way they showed off his ass.

"Mmm, turn around," Brian ordered, savoring the way Justin looked. "Show me your ass."

Justin let out a laugh, then did as Brian requested, sashaying his hips a bit as he showed off for Brian. He peeked over his shoulder at Brian. "Is this what you need?" he asked.

"No… a little more than that," Brian smiled.

Justin slid his briefs over his ass, pushing them aside, then turned to face Brian again, naked. "So… are you just going to stand there?" Justin teased him. "Or do you need help?"

Justin came to Brian, slowly unbuttoning his jacket and shirt, pulling off the expensive fabric and tossing it to the floor. Brian kept the lazy smile on his face.

"You know exactly what I need," he let out a little laugh as Justin started to nibble on his nipples, tickling him softly. Justin's fingers slowly undid the button on Brian's pants, then the zipper, pushing the fabric down around his hips.

He brushed his fingers lightly across the thin cotton of Brian's underwear, feeling the man's cock harden beneath his touch. Justin looked up into Brian's face, and saw his eyes were closed, his lips parted, his breath coming deeply as he focused on Justin's light touch. Justin slipped to his knees, and pressed his face to Brian's crotch, lightly running his teeth over Brian's length. The sensation was unusual and Brian let out a soft moan, anticipating more, wanting more, not getting the satisfaction he desired.

Justin pulled Brian's underwear down, and helped Brian step out of it. Instead of continuing with what Brian expected, he gently pushed Brian to the bed, encouraging him to lie down. Brian rested his head on the pillow, watching as Justin climbed up on top of him, a wicked smile on his face.

"Turn over," he commanded, the grin on his face belying the forceful tone of his voice. When Brian hesitated, Justin demanded again. "Go on… I know just what you need."

Brian rolled over onto his stomach, letting himself relax, for once letting someone else take control. He trusted Justin implicitly, and felt some of the tension of the day seep from his shoulders as his cheek rested against the soft sheets. Justin pulled himself up, straddling Brian, letting his butt rest in the small of Brian's back. His cock touched Brian's skin lightly and Justin felt a little shiver run through him at the sensation.

"Brian, you're tense," he whispered in Brian's ear.

"Mmm, yeah, but…" he trailed off, not finishing his sentence as Justin started to run his fingers through Brian's soft hair, massaging his scalp lightly. Justin ran his tongue around the hard ridge of Brian's ear, nibbling on his ear lobe, continuing to run his fingers rhythmically across Brian's scalp, loving the silky feeling of his hair on his skin.

"Hey," Justin said suddenly, noticing something about Brian he'd never seen before.

"Hmm? What?" Brian sounded slightly annoyed as if he'd been drifting off to sleep.

"I didn't know you had your ear pierced," Justin looked at the markings on Brian's ear.

"There's lots of things you don't know about me," Brian grumbled lazily, anxious for Justin to continue pampering him.

"Yeah, but…" Justin counted the indentations. "… four times?"

"Let's just say Mikey made a mistake the first time," Brian winced, remembering how much it hurt, but smiling to himself at the memory of Michael's horrified gasp as the blood started to slide down Brian's neck. Mikey had accidentally pushed the needle into the wrong place on Brian's ear. They were, what, 15? Brian let out a little laugh.

"What…" Justin asked tentatively.

"Hmm, nothing," Brian sighed deeply, as Justin's fingers found themselves back in Brian's hair, pushing against his scalp lightly. Justin kissed the exposed side of Brian's face… his eyebrow, his eyelid, his cheek… he ran his tongue along the line of his jaw, then kissed his neck with wet lips. Unconsciously, Justin was running the tip of his cock up and down Brian's back slightly, the sensation light and subtle.

Justin licked at the nape of Brian's neck… savouring his heady aroma, letting it engulf him. Warm and musky… a slight scent of shampoo and soap… Justin wanted to drown in that smell.

Moving to Brian's shoulder blades, Justin took note of the light spattering of freckles across Brian's shoulders. He imagined hot sunny days that Brian and Michael spent together at the lake or hanging out in Michael's backyard. Sun burnt shoulders and noses. Justin ached with need - he so badly wanted to know that part of Brian - the young person he was that made him the man he is today. He ran his tongue across the ridge of Brian's shoulder blade, moving to his arm.

Justin took his hands from Brian's hair, and was greeted with a grunt of disapproval. But that quickly vanished as Justin used his fingers to massage Brian's neck, slowly and deeply. Brian's grunt turned into a moan of pleasure.

"I never knew you were so good with your hands," Brian sighed, feeling the pressure of the day disappear under Justin's fingers.

"Oh really," Justin grinned. "I guess there's still some things you don't know about me," he whispered in Brian's ear.

He moved his hands out on Brian's shoulders, working the muscles deeply, alternating between warm, broad strokes with his palms and focused deep rubbing with his fingers. Brian melted under his touch.

As he worked Brian's upper back, Justin kissed his way up Brian's arm to his fingers, licking each one, running his tongue up and down between each of his fingers. He found Brian's tattoo on the inside of his hand, the one he tries to hide. "Resist," it says. Justin knew better than to ask about that, but tried to think of why and when Brian had it done. By the looks of it, Mikey may have played a role in this one too. Justin licked it, to let Brian know that he saw it, then slid Brian's finger in his mouth, sucking it, rolling it around on his tongue.

Brian cupped his hand around Justin's chin, his skin warm and soft. Slowly he slipped his finger in and out of his mouth, getting so turned on by such an innocent gesture.

Justin's cock jerked suddenly, making stronger contact with Brian's skin and Justin gasped, releasing Brian's finger from his mouth, and pushed his body further down Brian's torso. Justin's dick rested between the cheeks of Brian's ass, and he tentatively pressed down with his body, unsure of how Brian would react. Brian slowly started gyrating his hips, pushing back against Justin.

Justin's eyes closed at the sensation, and he rested his head on Brian's back for a moment just to enjoy the feeling. He pressed his palms into Brian's back, his hands never leaving Brian's body. Soon he started his descent again, light kisses and warm fingers kneading, rubbing, caressing Brian's taught muscles. He ran his tongue down Brian's vertebrae, one, two, three… his tongue dipping in each crevice, tickling each peak.

He slid down Brian's body, unaware of his surroundings, only the deep breathing of Brian beneath him, the slight movement of his hips, the warm taste of Brian's skin. He felt dizzy, drunk on the sensation of pleasuring Brian. Of giving him what he needed.

Justin continued, suddenly finding himself buried in Brian's ass, his tongue nearing Brian's hole. He'd never done this to Brian before… didn't even know if he would be permitted, but didn't stop - couldn't stop. Brian tensed beneath him slightly, his hips stopped moving… Justin held his breath, so sure Brian would make him stop… would roll over suddenly… would move him away from the sacred place…

Justin softly placed one hand on each of Brian's ass cheeks, parting them, never stopping the caresses of his tongue on Brian's skin, then slid his tongue down the crevice of Brian's ass and dipped slightly into Brian's hole, pushing with his tongue, but not entering, swirling his tongue around the tight pucker… awaiting permission… At the action he heard Brian suck in air… gasp… then hold his breath… waiting… waiting for Justin…

Justin took this as a sign to continue and slowly entered Brian with his tongue. Brian pushed his hips up slightly, welcoming the intrusion, pulling Justin in as he wriggled his tongue around and around… Justin pulled out to catch his breath… the knowledge that Brian wanted him to do this mixed with the pleasure of actually doing it… too much momentarily… Justin felt on fire…

Brian raised his hips to give Justin better access, and Justin started again, this time slower… teasing Brian… wanting this to last all night… he brushed his lips across the small area lightly, kissing softly, then darted his tongue out, flicking across his hole.

Brian focused on the sense… not caring what rules he let be broken… his breath came shallowly, he felt his heart flutter in his chest… God it had been a long time… he couldn't help but moan as each breath left his lips… Justin had succeeded now in finding all of Brian's sweet spots.

Justin pushed in again with his hot, wet tongue and Brian gasped suddenly, unconsciously pushing back. Justin gripped Brian's hips guiding him, moving with him, diving into him with his tongue over and over… almost fucking him… Justin's cock was aching now with the intense need to be touched, but he buried his face in Brian's ass, the sound of his moans mixing with Brian's… the act so intimate, so pleasurable, Justin couldn't get enough of Brian… his taste, his smell, just him.

"Justin…" Brian whispered through dry lips, as he sucked in a breath. He swallowed hard, trying to find his voice, but unable to focus on anything else but what the boy was doing to him.

"Justin..." he tried again, and this time Justin heard him, sure Brian would ask him to stop now, would realize the boundary they'd crossed and tell Justin to get back on the other side.

Justin reluctantly left his position, and pulled himself up Brian's body again, his face hovering over Brian's ear. He trailed his tongue along the side of Brian's face. "Yeah?" he let out in between panting breaths.

Brian felt suddenly cold and empty as Justin broke the intense contact with his body… he wanted more… he needed more…

"Justin… fuck me," Brian didn't think about the words before they left his lips.

Justin froze, and pulled his tongue back into his mouth. He wasn't going to ask Brian to say it twice, but wasn't sure what he'd heard anyway. Thought it was his imagination, because holy shit, there wasn't anything he wanted to do more right now than fuck Brian.

As if reading his mind, Brian wet his lips and said hoarsely, "You heard me… fuck me, Justin."

Justin leaned over Brian and gently kissed him on his exposed cheek as he reached for the lube and a condom on the bedside table. He forced himself not to say anything. Knew he wanted to. But knew better than to break whatever spell had come across Brian.

He climbed back down Brian's body and Brian pushed himself up on his knees. Justin slid between Brian's legs, and pulled the condom on with shaking fingers. God, please don't let me screw this up… he made sure he used ample lube, spreading it up and down his dick… the feeling almost enough to make him cum. He was so close… he just hoped he could last long enough.

With Brian's ass in his face, Justin couldn't resist taking another lick at his hole, sucking on the skin lightly. He ran his lube-covered thumb around the small area, dipping in… was he ready?

"Justin if you are going to fuck me, do it now," Brian said heavily, breathing deeply, one hand on his own cock, stroking it lightly.

Justin took the hint and positioned himself behind Brian, put the tip of his cock against Brian's hole, then pushed in hard.

"Oh my God, Brian!" the words rushed out of his mouth as Brian enveloped him.

Brian let out a loud moan, as Justin slid in and out, penetrating deeper every time. Soon Brian's moans turned to soft whimpers as Justin had pushed in as far as he could, grinding his hips against Brian's ass, rolling around and around in Brian. He thrust again, and knew it wouldn't be a long session for either one of them. He continued in and out, in and out, more, more, Brian drew him in and held him and squeezed him and wrenched more pleasure out of Justin's dick than he ever thought possible. Everything disappeared around Justin and he no longer could control what he was doing.

Brian relished the intense feeling of having the boy in him. Fucking him. He knew he'd want this from Justin some time, but was surprised himself at how badly he'd wanted it right now. How he'd needed it right now. Justin fucking him… his cock quivering inside him, Justin's hot hands covering Brian's back and chest, as he rhythmically pounded into him, calling his name over and over… suddenly it was too much and Brian gave his cock one last tug as he came hard into his hand.

As Brian reached climax, he pushed himself up and leaned back into Justin, driving the boy's cock deeper into him, holding Justin in place, as Brian sat upright on Justin. Justin could hardly move beneath Brian's weight, as Brian contracted around him with his orgasm, and Justin came so suddenly it was like a flash of lightening in his brain. He was fucking then he was cumming so hard and intense, and Brian pushed back onto him and he couldn't breathe… Justin yelped with the pleasure, almost screaming with the intensity… the heat… the sense of what they were doing…

Suddenly it was over, and Justin gripped his arms around Brian tightly, staying inside him, not knowing if he'd ever be allowed this opportunity again. His fingers wove together around Brian's chest, and Justin rested his cheek against Brian's hot, damp back… listening to his stuttered breaths and his heart slamming in his chest. Justin felt a thrill knowing that it was because of him that Brian felt that way. That it was because of him that Brian could hardly breathe.

Soon Brian put his hands on Justin's and released the boy's grip. Brian pulled himself off Justin slowly, sensing the emptiness as his cock left him. He fell onto the bed exhausted finally, and turned to his side. Justin pulled off the condom and passed Brian some tissue silently.

He lay beside Brian on the bed, facing away from him, curling his back into Brian's chest. Justin overcame all his usual instincts to say something, to cuddle… but he couldn't help the sigh that escaped his lips as Brian wrapped his arms around him, pulling him close.

Brian buried his face in Justin's soft hair, inhaling the boy's scent deeply, savoring the quiet, the afterglow, the warm sense of relief and caring that he felt. So he let a line be crossed. What the fuck. This was Justin after all… he was different. Brian knew that… didn't yet want to admit it…

"See Justin… you knew what I needed," he breathed into the boy's hair before drifting off to sleep.