"Tell me."

"It happened a long time ago. It was nothing; it meant nothing."

"I know that, but I want you to tell me all the same."

"Very well, if you insist."

"I do."

"It was fall and we were in London on the trail of this THRUSH madman name of Hinkles."

"I remember him. He was the joker who wanted to spread the monarchy worldwide."

"Yes, and if you continue to interrupt, there is no point to the story."

"I'm sorry, go on."

---

"If someone, even a year ago, had told me I would be in the city of my birth and bored, I'd have laughed them right out of the room." Mark Slate let the curtain drop and turned back to the hotel room. "Why again can't I go out?" He walked to his bed and tossed the towel draped over his shoulder down onto it with no little force. It was obvious that this was a seriously frustrated man.

"Because you, my friend, are a marked man, no pun intended." Illya Kuryakin looked over at him from his task of tying his tie. "Hinkles has identified you as an UNCLE agent. You either stay here or at headquarters, but sadly those are the only options open to you, should you desire to remain on this plane of existence."

"Some plane of existence." Mark flopped down onto his bed and kicked off his shoes. "Not even a bird for company. And where are you going?"

"There are two UNCLE agents posted outside your door and another across the alley with his rifle aimed at your window. If anyone tries to attack you, Mark, you will be safe."

"It's not that; misery loves company. And those sods out in the hall aren't my idea of company." He sighed long and deep. "I'm like a three day clock wound up to the fifth day. If I don't get some relief soon..."

"You will have some privacy; I will be gone most of the night."

"And again, where're you off to, mate?"

"Out to find my own... company."

"Salt into my open wounds." Mark braced himself up on his elbows. "Hey, what say we bring a couple of birds in?"

Illya smiled and dropped his gaze to the carpet, almost shyly. "I am not exactly in the market for birds, Mark."

"Birds, chicks, dames, it's all the same and you know what..." Mark suddenly stopped and reconsidered Illya's words. "And you lived here and know exactly what I mean and... that's not what you meant."

"No, it is not... that bothers you?"

"Not likely. Some of my best mates are a little light in their loafers."

"I've heard homosexuality called many things. That is one of the more colorful descriptions."

"You're gay... seriously?"

"When have you known me to be anything other than serious, Mark?" Illya finished his tie and reached for his jacket. "And I trust it will go no further?"

"Lips locked and sealed." Mark watched him with new eyes now, studying the slender man as he went through the last of his preparations. "You don't need to go out, you know," he said softly.

That caught the Russian's attention and Illya's head swiveled in Mark's direction, his eyes wide with surprise. "You as well?"

"Straight, but very, very... curious." Mark was sitting up now, still watching him closely. "I just never felt comfortable or safe enough to pursue it.... before." He let his eyes dip to Illya's groin and then back up.

" Wait , you are not suggesting what I think you're suggesting?"

"Too off putting? Rogering one of your fellow agents?"

"Not necessarily, but it might hamper our ability to continue to work together."

"I'm going into it with my eyes open and I don't expect anything other than some sexual relief. What's the problem?"

"Have you ever been with a man before, Mark?"

"No." Mark eased himself off the bed, standing slightly ill at ease, but determined.

"That's the problem. This is not something that you should venture into lightly, Mark. It can have lasting..." Illya paused for a long moment, searching for the right word. "Effects."

"Would you hurt me?"

"Not intentionally, but there are no guarantees, even my control is not absolute at times. This is something you need to think about very carefully before you progress any further." Even so, Illya had dropped his jacket to the chair and was walking towards him.

"You just said that and I have. It's something I've always thought about, ever since I was a young kid and this is the perfect time, a fairly good setting and with a very acceptable partner."

"You want to have sex with me?"

"I want you to show me what it's like to be with another bloke." Mark approached him and placed a hand on Illya's forearm, squeezing it gently as he worked his way down to Illya's hand. "Surely it would be safer to have sex with me than a stranger."

"I'm just not in the habit of taking virgins to bed, Mark. I prefer someone with experience, someone with their eyes wide open and who knows what to do and when."

"Then tell me what to do. I'm a fast..." He guided Illya's hand to his crotch to feel his awakening penis. "...learner and I'm always good to go."

"Are you sure? I cannot undo this once we start. You will be changed from this." Illya pulled his tie free and opened the two top buttons of his shirt.

"Eyes wide open, mate."

"Very well, then close them." Mark did as he was bid and felt lips pressed to his. He thought it should have seemed odd to kiss another man, but it didn't. The lips against his were warm and supple, moving with just the right amount of force so that it seemed perfectly natural to open his own lips to the tongue that begged entrance. He let himself be taken by the sensations, enjoying the ball of warmth that was growing in his stomach.

Mark let his hands work over Illya's back, feeling the muscles flex and contract as Illya's own hands explored his body. It seemed odd to hold and be held by someone so muscular. Not even April had muscles like these, but then he'd never made love to his partner either.

Illya pulled away, resting his head against Mark's forehead as he started to undo the buttons of Mark's shirt, blunt fingers brushed against cloth and skin, each movement slow and calculating, specifically designed to add to the fire building in his groin.

He licked his lips as he pushed the shirt off Mark's shoulders and, as if he could wait no longer, he readdressed Mark's mouth, this time with more aggression. Sensing it was what the Russian wanted in return, Mark kissed back, more forcefully than he'd ever dared to with a woman, holding Illya's head still as he crushed his mouth to Illya's, his tongue driving in as deep as he could. Illya's tongue fought back, exploring every inch it could reach.

Illya retreated back a step, panting slightly, his eyes dilated to a near black. "Are you sure you haven't done this before?" Mark reached out with trembling fingers to fumble with the buttons on Illya's shirt, not stopping until they were undone and the shirt gapped wide, exposing his chest Mark smiled as he watched it expand and contract in response to his touch as he ran his fingers through the dark blond hair and toyed with the small medallion Illya wore.

"Like I said, mate, a fast learner." And he dove in for another kiss, just as brutal as the last and gave into the need to rub his erection against a well muscled thigh. Illya's fingers dug into Mark's waist, encouraging him for a moment and then he twisted out of Mark's grip to take back control. He lowered his mouth to Mark's neck, licking and sucking as he moved. Mark tilted his head back to offer encouragement, hissing as Illya bit him, bruising the skin, sucking until he drew blood to the skin's surface, his fingers finding Mark's nipples and rolling them between thumb and forefinger, not hard enough to cause pain, but stopping just short of it.

"You want it rough, do you?" Mark murmured, more to himself, and he gathered up a handful of blond hair and pulled Illya's head back and away from his neck. He saw Illya's pupils dilate even more and he grinned. He pushed Illya's shirt aside and attacked the apex of Illya's neck and shoulder, biting hard. Illya gasped and arched, his own erection grinding against Mark.

"Harder," Illya whispered and groaned encouragingly as Mark complied, his teeth stopping short of breaking the skin. He sucked as hard as he could and Illya twisted in his grasp, fighting to escape, fighting to maintain the contact. The mark was bright red against the pale skin when Mark backed off.

"It's true what they say about still waters running deep, isn't it?" he asked as he admired his handiwork.

"You have no idea, my friend." Illya dropped to his knees to unbuckle Mark's belt and undo his fly, smiling as he released the Englishman's penis. "There you are." He slid back the foreskin and began to nurse the tip of it as his hands were skimming Mark's pants off.

Mark balanced himself using Illya's shoulders as he stepped out of his pants, sighing at the sensation Illya's tongue was causing him. It was hard to find a woman willing to do felliatio much less one that was taking the obvious pleasure in it that Illya was.

He licked his lips, his head tipped back in pleasure, then forced it forward to watch Illya. Illya's eyes were closed and he was bending to his task with enthusiasm, taking the Englishman deeper into his mouth until he was nuzzling pubic hair. His hands were one on each of Mark's ass cheeks, holding the man still while he moved, carefully controlling the rhythm.

Mark watched, fascinated, as his penis disappeared and reappeared in and out of Illya's mouth, his cheeks hollowing as he sucked , then Mark was drawn in deeper than he'd ever experienced and Illya started to hum. The vibrations set Mark's nerves on edge and he dug his fingers into Illya's hair, gripping it, gripping Illya's head, moving him faster until Mark was too close to the edge to stop. He tried to open his mouth to warn Illya of his impending climax, but all that came out was a half strangled cry.

Then Illya slipped an impossibly slick finger between his cheeks and into him and Mark came with an intensity that rocked his body down to his cells. He was still wondering how he managed to stay upright even as Illya continued to tongue him gently, sending little sparks flashing through his still spasming balls. Illya released his death grip on Mark to wipe tears from his face, tears involuntarily forced from him from the deep throat blow job.

"My God, mate, where did you learn that?" Mark gasped out, still bracing himself upright with Illya's shoulders. "I've never felt anything like that."

"You wouldn't believe me if I told you." Illya stood easily, as if he hadn't been kneeling on a carpet for the last five minutes, and caught Mark's head, kissing him, letting him taste himself before continuing. "And I have only started. I have many more such tricks."

"I want to see them all," Mark pulled him backwards to the bed. "Tell me what to do."

Rapidly, Illya peeled off his shirt and wiggled out of his pants. Mark swallowed and did a double take. "You are a healthy lad then, aren't you?"

"Too much for you to handle?"

"Wouldn't know, haven't tried yet." He pushed Illya down against the bed and began to lick one of Illya's nipples, sucking it erect and abusing it with his teeth and tongue. He let one hand drift down to cup Illya's testicles, smiling as Illya groaned his approval. "You like being touched?'

"Mmm." Illya arched into his hand. Gently Mark massaged his handful and then brought his hand up to grasp Illya's penis. Curious, he released Illya's nipple with one last nip and moved down. He'd never had a man's penis in his mouth and Mark wasn't sure of the procedure or if there even was one, but he knew what he liked. He held it firmly at the base with one hand and ran the foreskin up and down with the other, knowing how much he enjoyed that.

After a moment, he stared at the tip, glistening wet, and, curious, he leaned in to dip the tip of his tongue to taste the pre-seminal fluid collecting around the slit. It was salty and slightly bitter, not what he'd tasted of himself in Illya's mouth.

"You don't taste like me," he said after licking the tip clean.

"Why would I? We are each individuals with individual... flavors," Illya mumbled and dropped a hand to caress Mark's cheek. "Please... more?"

Mark grinned. It was strange to hear Illya ask for anything in such an overtly pleading fashion and he returned to the tip, now wet again, and rubbed his lips over it before taking the glans into his mouth. It was so impossibly smooth, like butter on butter. That reminded Mark of something and he released it. "You did something with your finger?"

"Yes?"

"It was slick. What did you use?"

Illya rolled slightly to retrieve a small jar of hand cream. "This isn't the best, but it is easier to explain than the other option."

"Which is?"

"Usually Crisco." Illya lay back on the pillows, his penis jutting up proudly, impossibly hard, towards the ceiling.

Mark dipped his fingers into the white cream and rubbed them together. "I could see the difficultly in explaining that to Customs." He coated his fingers and glanced over at Illya who was watching him with a deliciously wicked smile. "You know what I'm going to do with these?"

"Hope springs eternal." He sighed as Mark returned to mouthing the tip of his penis, obviously working hard to stay still and not choke the Brit as he explored with his lips and tongue.

Mark finally admitted to himself that he needed a different approach after trying to replicate Illya's blow job and gagging himself a few times. Illya's breath was becoming ragged and it was apparent that his control was starting to slip, so Mark knew he needed to do something. He solved it by wrapping one hand around the base and moving it in cadence with his mouth as he took in as much of Illya as he could handle without choking. He settled into a pace he felt comfortable with, listening as Illya gasped and groaned.

"Mark, you need to..." Illya ground out, trying to push him away. Mark simply increased his tempo and took that moment to slip two of his fingers into Illya. The Russian cried out, arched up and Mark felt his mouth flood with a thick, warm liquid. He swallowed convulsively while moving his fingers in and out.

"Another one," Illya ordered, still panting from his climax.

"Are you sure?" Mark added a third finger as requested and Illya pushed back against him.

"Twist them to... the right and... hook the middle one." Mark felt his finger brush against something and Illya moaned. Mark grinned at the reaction and began to pump in and out with his fingers, making sure to make contact with Illya's prostate each time. He was amazed that the Russian, who he knew had just climaxed, was already well on his way back to a full erection. Even more interesting, Mark was already rock hard and ready to go again. And he wanted to experience the pleasure that Illya was having.

"I want you in me," he murmured, skimming up Illya's body and capturing his mouth. Immediately Illya's tongue was in it, searching it.

"I would seriously hurt you, Mark. I'm not small."

"Would you have taken someone tonight?"

"Eventually, after I'd prepared him adequately." Illya tilted his head back as Mark continued to piston his fingers in and out of his body.

"Ready and willing, I told you, mate."

"You don't know..."

"And I'm not likely to if you don't get moving." Mark slowly withdrew his fingers and wiped them on the towel he'd discarded earlier. "Illya, please. If it's too much, I'll make you stop."

"All right, but you will stop me if..."

"Absolutely...please?"

Illya nodded and began to move down Mark's body again, his tongue leaving a trail of saliva to mark its passing. Mark focused solely on the sensations and then felt a finger tip against his anus, pushing slowing into it as it had before. It felt different now that he wasn't on the cusp of ejaculation. The cream on it was cool and soft and he smiled at the feeling. Then he gasped as a second finger entered him.

"Relax, Mark, you need to relax." Illya started to nurse the tip of his deflating penis again and kept his hand still. Mark shifted his attention and felt the fingers start to move slightly at first and then a bit more as his body adjusted to their presence.

"You...you had me...do something..."

"You mean, this?" Illya rotated his fingers to stroke Mark's prostate and Mark nearly choked at the fireworks it set off. "Oh my God, Illya..."

"And now you see the attraction." Illya continued his ministrations to Mark's penis and finally added a third finger.

"God, Illya, I can't... it's too much..." Mark started to pull away, but Illya's free hand held him firm.

"If you want me, you must." Illya worked his fingers, stretching reluctant muscles until they finally accepted and welcomed him. All the while, Illya focused on keeping Mark's erection in place.

He worked Mark until the agent was so very close to the edge he could barely hold back, then he slid his fingers out and began to work on his own eager penis, massaging cream into it.

"Roll over and up on your knees, it will be easier for you that way," Illya direct and Mark complied eagerly. "Even with my preparations, I am going to hurt you," he warned as he positioned himself against the loosened ring of muscles. "Breathe deeply."

Mark stopped just short of screaming as Illya nudged his way into his body. He seemed so impossibly big, Mark felt he was being ripped stem to stern. Illya held him still. "You're not breathing, Mark, pant, and relax." Illya moved in just a fraction of an inch. "Remember you wanted me, you wanted to feel another man in you. This is your wish, I am in you."

"Forgot... it's not... always... smart... to get... what you... wished for..." Mark panted out, but he pushed back slightly. "More."

Illya continued this process, slowly, allowing Mark's body to acclimate to him until his pubic bone rested against the soft skin of Mark's ass. "There, the worst of it is over."

"Shit, Illya, how do you get pleasure from this? This hurts like hell. I know you're not a masochist. What's the attraction?"

"Remember earlier?" Illya began to withdraw, angling himself to stroke Mark's prostate with his entire length. "How good it felt?"

"Oh my... do that again." And Illya repeated the movement until Mark was groaning and slamming back against him as hard as he was slamming in. Illya worked Mark's penis as if it was a musical instrument and Illya was a maestro, his grip both firm and gentle at the same time.

Mark came and he felt his spasming anal muscles clamp down on Illya's penis and the Russian managed to thrust just once more before he stiffened and groaned out his own climax.

There was a pleasant ball of languidness working through his limbs and Mark thought he was fine, but he hissed in pain as Illya withdrew.

"Hold still, I need to make sure I didn't damage you." He felt Illya's fingers, gentle where they had been bruising just moment earlier, examine him.

"No blood, but sitting will be a challenge tomorrow." He settled Mark against him and sighed. "Was it worth it, my friend?"

"Mmmm, that was just this side of incredible. Is it like that every time?" Mark murmured, drawing his fingers in tiny circles on Illya's abdomen.

"Not always, just as it's not the same with every woman. Different men have different needs, different wants. You have nothing to compare the experience to, so it stands alone."

"So is it as good to give as receive?"

"Not in this case, receiving is definitely the prime position in this line up." Illya closed his eyes, smiling slightly as Mark's hand started to drop lower, tickling his pubic hair.

"So can you tell me what to do?"

"For what, Mark?"

"Now I want to try."

Illya opened his eyes to stare at first his face and then pointedly down at Mark's wilted penis. "Somehow, I don't think you're up to it, Mark."

"We have all night, mate."

---

"And did he?" Napoleon paused in his fingering of Illya's hair. The Russian nodded sleepily.

"He was indeed a fast learner and very... enthusiastic, but he never had your polish or style."

"Well, maybe he needed more practice." Napoleon kissed Illya's temple gently. "Or needed to find out the difference between having sex and making love."

"Or never found anyone to come up to my... standards." Illya thrust gently into Napoleon's hand as it worked his penis. "We never spoke of it afterwards or even attempted an encore."

"Life is funny that way. Had he been a bit more persistent, you might have ended up with him, not me."

"No, sadly, I was besotted with you from the start. Sex with him was a sad stand in for you. In you, I faced my Waterloo."

"Hmm, you're just saying that because I've got your dick in my hand."

"Or possibly because, unlike Mark, I do know the difference between having sex and making love. I had an impossible American show me that difference and I was never quite the same afterwards. Now are you going to talk all night or put your mouth to better uses?"

He groaned as Napoleon applied himself. The truth was that he and Mark had connected a few times after that and the sex had been more than adequate, but it had always only been sex. The emotional connection was always missing. For Illya, that wasn't enough. And he'd waited patiently for Napoleon to come around to his way of thinking. It had taken a while, but he had to admit, as Napoleon drew him closer to climaxing, it had been well worth the wait.