Rating: NC-17 -- I haven't been calling it "plotless smut" for no reason.

Summary: Justin's always been a fast learner.

Notes: Vague spoilers through 110. Thanks to everybody who previewed all or part of this and to quinn222 and lierdumoa for excellent betas. Written as #3 of paddies' Fic of my Dreams challenge-ish thing.

For paddies, whose idea this was in the first place.


By the time Brian grabs Justin and pulls him towards the backroom, they've been dancing for at least an hour, and the ever-present thrum of arousal that Justin feels when he's with Brian has risen to a fever pitch.

Brian's located an empty space amid the hot mass of writhing bodies, and he flattens Justin forcefully against the wall with his palms pressed flat on either side and one leg between Justin's.

Justin ruts against him, his cock growing impossibly harder, and leans up to kiss Brian, whose lips are salty from tequila shots and sweat. Justin wants to taste every part of Brian's body, lick the perspiration that gathers at his neck and under the waistband of his jeans, pooling in the small of his back and trickling down his ass, and find out if it's salty, too.

Just the thought of Brian's ass, tight and hot, makes Justin push himself off the wall, reach out for Brian's arm and try to reverse their positions. He needs to feel Brian open and submissive beneath him, slick with more than just sweat, and in his sex-clouded haze, this seems like a great idea. The best.

"Hold it right there, kiddo," Brian smirks, stopping Justin's hand on his bicep. "Whatever you think you're doing, you're not doing it."

Justin moves closer, murmuring against Brian's neck. "Don't even tell me that you've never thought about it. About how it would feel to have my cock buried in your ass."

"I know what it feels like to get fucked, Justin." And even though the words convey annoyance, Justin can hear in Brian's voice that he's turned on, can feel it against his hip.

"I'm not talking about getting fucked," Justin continues, punctuating his words with a slight thrust against Brian's thigh. "I'm talking about you, getting fucked by me. You taught me everything. Don't you want to know what it's like to be fucked by Brian Kinney?"

Brian laughs and pulls back from Justin's teasing lips. "You think you can fuck me as well as I can fuck you?" A smile flits across Brian's face and he raises an eyebrow. This, Justin thinks, is a challenge.

"I don't think I can. I know I can."

"And I," Brian says quietly, leaning in until their mouths are barely touching, "think that you need a few more lessons first, little boy."

Justin sucks in several quick breaths and his heart pounds. "Yeah," he whispers, his throat dry. "Yeah. Show me what to do."

This seems to be the right thing to say, because suddenly Brian is turning Justin's head with one hand, licking his way across his jaw and into his mouth, fucking him with his tongue. Brian's other hand presses hard against Justin's ass and Justin gasps out loud, almost yells out Brian's name, but then Brian is moving away from him, taking him by the arm and calling roughly over his shoulder, "We have to find someone for you to fuck. Right now."

Justin's erection makes it hard to walk, but he's hopped up on adrenaline and anticipation, and the quicker they find someone, the quicker they'll get to the fucking, so he adjusts himself hurriedly as he follows Brian through the maze of guys.

"What about him?" Justin nods towards a man who's been standing against the wall, watching them.

"Too skinny," Brian responds and moves on.

Down the hallway is a tall, muscled guy looking bored while getting blown. "Him," Justin suggests, and Brian looks at him like he's grown a tentacle out of his head. "Do you see how small his dick is? Christ."

Brian turns down four more guys, the look of disgust on his face becoming exaggerated almost to the point of comedy, before Justin jerks hard on his arm and says, "This isn't Goldilocks and the three fucking bears, Brian. I'm going to lose my hard-on if you don't pick fast."

"Okay, fine," Brian sighs in a very put-upon way. "What about him?"

The "him" in question is frighteningly average, Justin thinks -- average build, average looks, average-sized dick that's currently disappearing in and out of his fist while he gets fucked by another average guy. But this isn't about some trick; it's about Brian, about Justin proving to Brian that he can't live without Justin's cock in his ass, so he nods quickly and watches as Brian heads over to seal the deal.

Ten minutes later, they're in the Jeep on their way to the loft, and the trick is trying to make conversation.

"So, what do you guys do? Like, for jobs?"

Brian rolls his eyes. "We're both in school. Mime school. They'll kick us out if we talk... so, you know, shut up."

"Mime school?" Justin asks, laughing.

"Yeah. Shut up," Brian responds again, but this time he's unbuttoning his jeans and glancing at Justin out of the corner of his eye with a smile on his lips. Justin doesn't need to be told so to know that this is an open invitation. He leans across the gearshift, wrapping a hand around the back of Brian's seat and the other around Brian's dick, hot and throbbing against his stomach.

"Make sure you keep your eyes on the road," Justin says slowly and very, very quietly, stroking up and down on each word, and Brian bites his lip when Justin marks the last word with a slide of his thumb up the head of Brian's cock and across the slit.

"So you're both uh, mimes, huh?" the guy says suddenly from the back, leaning forward between them, and his jaw drops a little when he's close enough to see what's going on. "Do you guys have like, an act or something?"

"Yeah," Brian says through gritted teeth. "This one's called 'Shut your Goddamn Mouth While Justin Jerks Me Off or I'm Going to Dump You out on the Curb'."

His face turns to a pout and he slumps back against the seat, obviously annoyed, but a few minutes later, Justin sees in the rearview mirror that he's watching them and rubbing himself through his jeans.


They barely make it into the loft before Justin is dropping to his knees to take Brian in his mouth. The trick fists his dick furiously beside them, and when his thrusts turn erratic and his moans get louder, Justin reaches out to angle him towards Brian. The guy throws his head back and shouts as his orgasm hits, coating Brianís stomach with come. Justin pulls his mouth off of Brianís cock, one hand still stroking, and drags his tongue up the thin trail of hair to Brianís navel, dipping it inside and around, across tight abs and back down to one smooth hip until the skin is clean and glistening with spit. He turns to bury his face at the base of Brian's dick, but Brian grips his shoulder hard and pulls him up into a kiss, driving into Justin's mouth, sucking the come from his lips and tongue and asking, "Are you going to fuck this guy or what?"

Justin glances to his right and finds the trick standing there, hard again but not touching himself, just watching them kiss and grope each other. He'd almost forgotten that they weren't alone, but Brian's reminder -- and the promise contingent on his successful completion of this task -- renews his vigor. He backs away from them both slowly, shedding his clothes piece by piece as he nears the bedroom, then stops once he reaches the stairs.

"Well?" he asks. "Are you coming or going? Or," he eyes the trick, "Coming... and then going?" He switches his gaze to Brian, who's already throwing his shirt down and crossing the floor, and smirks. "Or coming... and staying?"

Brian turns to the trick and says over his shoulder, "Take your fucking clothes off," then closes the distance between himself and Justin. Justin scrambles to push Brian's jeans all the way down while Brian toes off his socks and shoes, and then the trick is behind Brian, naked and helping Justin strip the man between them, and Justin attacks Brian's mouth while the trick kisses down Brian's back to his ass.

When Justin breaks away to breathe, Brian meets his eyes and pulls the trick up from behind him. "I want you on the bed," he says to the guy and nudges him over, still looking at Justin. "On your hands and knees."

Out of the corner of his eye, Justin sees the trick move obediently, stretching out exactly as Brian told him to across the mattress.

"And you behind him," Brian adds, leading Justin towards the trick and positioning him on his knees, back to the wall, between the trick's spread thighs.

"What about you?" Justin asks, and he's surprised that his voice sounds so throaty. "Tell me where you'll be."

"Ah-ah-ah," Brian admonishes. "I'm the teacher. You're the student. I'll be wherever I want to be," he says and opens the nightstand drawer, pulling out condoms and lube and throwing them down on the duvet.

Justin doesn't think he's ever been this hard before, not the first time or the time in Michael's room or even a few weeks ago in New York, and he can't stop himself from pulling Brian onto the bed and saying, "Please. Please hurry."

Brian slides close behind him, pushing Justin's knees apart to flank his, and then there's an already-unwrapped condom pressed into Justin's hand, and Brian is saying, "Put it on," in his ear. He's shaking a little, but somehow he manages to slip it on without too much trouble, even when he hears Brian flick the lube open and coat his own palm with it.

Brian reaches around Justin's hip and takes his cock in one slick hand, running it up and down the trick's crack, barely pressing Justin inside on each pass. The man pushes back and Justin watches his hole tighten and contract, feels it squeeze the head of his dick, trying to draw him in. He's breathing so hard that he starts to feel lightheaded and leans back against Brian, resting his hands on the trick's hips, to steady himself. He thinks that he could come from just this -- a clenching ass combined with Brian's hot weight at his back, the warm, moist breath in his ear, the strong arm wrapped tightly across his waist -- but he knows that Brian wouldn't let him.

He whimpers, in spite of himself, and so does the trick, when Brian lets go of his cock to reach for the lube again, and then Brian's hand is on his, wetting his fingers and guiding two into the guy's ass. The man groans and thrusts back against Justin, and he feels more than hears Brian's lips make out the words, "That's right, just like that. In and out. Do it like I've done to you." Justin pulls out to the knuckle then drives back in hard, and Brian mimics the motion with his own body, pushing his cock against Justin's back on each stroke.

"God," Brian moans against his neck, "You're so fucking hot like this." Justin can't help but tilt his head back, meet Brian's mouth with his in a hungry clash of tongues and teeth and press harder back against Brian's cock. He barely notices when Brian pulls his fingers out of the trick's ass, but then the kiss is broken, and Brian is whispering, "Watch," and sliding two of his own fingers back in on top of Justin's.

Justin forgets sometimes how overwhelming it feels to see the two of them together, the way other men look at them when they fuck, the way his breath catches in his throat when Brian drives into him in front of the bathroom mirror. He feels that now, seeing Brian's fingers covering his, feeling them disappear over and over, and the hot tightness around them only serves to push him closer to Brian. Brian presses down hard on Justin's fingers, and the trick's jaw snaps shut audibly.

"Oh God," the guy grinds out through clenched teeth, "I'm gonna come."

"Not yet," Brian warns, and pulls their hands away quickly, then grasps Justin's cock and pushes him back inside, fast and hard. Justin pulls forcefully against the trick's hips, sheathing himself completely, and Brian bites Justin's shoulder hard enough to break skin.

Brian's palm moves up Justin's side and across his chest, and he uses his other hand to cover one of Justin's. "Now," he says, his tongue darting across Justin's earlobe, "You fuck him."

Brian's arm pulls him back slightly, and then Brian slowly rolls his hips against Justin's ass, pushing him back inside the trick. He does it again, and the guy groans. Twice more and he's fisting the sheets, and in less than thirty seconds, he's begging. "More," he pleads. "Fuck me harder."

Brian nods slightly against Justin's back, and Justin drives in roughly, angling down towards the guy's prostate on each stroke, and he doesn't think he'll last a full minute between this and Brian -- God, Brian -- chanting the dirtiest litany Justin has ever heard against his neck, a chorus of "God" and "Fuck" and "Good, good boy." Then, he feels Brian pull away slightly, knows that Brian is jerking himself off, and this is hotter than anything else so far. Hotter than fucking a stranger with Brian's guidance, hotter than Brian thrusting against his sweat-slick back, hotter than kissing and fingering and bruising skin, because this is the knowledge that Brian wants Justin badly enough that he can't wait to fuck him, can't stop himself from taking his own dick in his fist and coming all over Justin's ass.

He feels Brian's fingers wander down to his balls, squeezing, tugging, rubbing his thumb closer and closer to Justin's hole, and Justin ruts back against it, trying to push Brian inside him. His breath catches in his throat when it gains entry, and he's fucking the trick with abandon now; he can't believe he's lasted this long. He's going to come soon -- very soon -- and suddenly it is absolutely imperative that Justin see Brian's face when they both hit orgasm.

He reaches behind himself, stills the hand on Brian's cock and says, "I want to watch you come in his mouth." Brian lets out a few heavy breaths then disengages his thumb, and fucking hell, Justin didn't even consider the fact that Brian would actually have to move for this to work.

Brian slides around the trick, who's moaning loudly and jerking himself furiously on the way to his second orgasm, and guides his dick into the guy's mouth in one smooth movement. The flutter of Brian's eyelashes combined with the way his face immediately goes slack threatens to end this all for Justin, and he squeezes himself viciously on the out-stroke.

They match each other's movements, and it's like the guy in the middle isn't there at all; it's just Justin and Brian, and Brian is staring at Justin's face, not even blinking, so beautiful and intense that Justin almost looks away. Then Brian is pulling Justin's mouth to his, kissing him in this sweet, sloppy way that's totally in contrast with the hard forward snaps of their hips, and Brian is sucking Justin's tongue into his mouth, moaning. The trick yells loudly, and Justin feels the guy's ass pulsating around his cock, and then Justin is coming and Brian is coming and all Justin can think is that he wishes that Brian was filling his mouth and that he was filling Brian's ass.

When Justin finally catches his breath enough to move, he pulls off the used condom and tosses it in the trash, then falls back on the bed. Brian sidles up against him, threading his fingers through Justin's hair, and they're quiet for a minute before the trick sits up and faces them.

"That was fucking incredible," he says, his breath coming in heavy pants. "How about we hang out for awhile and then go for another round?"

"Sorry, there's a one-ride limit." Brian reaches over Justin to grab the phone and a twenty from his wallet. "537-0880," he says.

The trick looks hopeful. "Your number?"

Brian rolls his eyes, and Justin has to bite his lip to suppress his grin. "No," Brian says slowly, "The cab company."

The trick glares at them, then begins picking up his clothes while he dials the number. When he's dressed, he heads for the loft doorway and pauses. "You sure you two won't change your minds?"

"Goodnight," Brian yells sharply, and Justin hears the trick mutter, "Asshole," under his breath as he slams the door.

Justin grins, rolling on his side to face Brian. "You really are an asshole, you know."

Brian smacks him lightly on the ass and grins back. "You'd better behave, young man. There's still plenty of time for me to flunk you."

"You wouldn't do that. I think I deserve an A+, Mr. Kinney, and I bet you think so too."

"I'd say you've learned your lessons very well. But you know..." Brian pauses, raising an eyebrow. "In order to pass, you have to take a test."

"I've been studying really, really hard," Justin replies, moving so that his body is flush against Brian's. He can feel Brian's erection already starting to grow against his own. "I think I could get a perfect score."

"Prove it, then."

Brian pushes up on all fours, and Justin kneels quickly behind him. His breath catches in his throat at the sight in front of him: Brian, naked and golden and beautiful, his legs spread wide. Justin reaches out, drags his nails down Brian's back to his ass, then wets two fingers in his mouth and places them against Brian's hole, not moving. Just waiting.

"Come on," Brian smirks back at him. "You wouldn't want to be late for a test, would you?"