Title: What You See and Hear

Author: ImmaSmooshYou

Rating: NC-17 M

Genres: Kurt/Blaine, Kurt/Karofsky, Blaine/Karofsky, Hurt/Comfort, Angst

Word count: 4,212

Written for a prompt on the Glee Kink Meme.

Summary: After Kurt's birthday party some of his friends crash at his house, including Dave Karofsky. In the middle of the night, Dave overhears Kurt and Blaine having sex in the next room and starts to get turned on.

WARNINGS: Top!Kurt, Bottom!Blaine, Threesomes, Anal Sex, Masturbation, Blowjobs, Voyeurism

He'd never expected to be invited. The text from Kurt had taken him completely by surprise, so much so that he'd avoided answering for a couple of days while he wrapped his head around it.

Hey David! I'm having a party for my birthday this Friday night. I'd love it if you would come!

After his suicide attempt and the fateful hospital visit that had followed, Dave and Kurt's new friendship had been growing slowly but surely until now, when Dave could happily call Kurt one of his closest friends. It had made his recovery so much easier to have someone that supportive in his corner, somebody he could tell anything to.

The rejection he'd received on Valentine's Day barely entered Dave's mind anymore. He'd jumped at the chance to be Kurt's friend as soon as the role had been offered, and even if he still had the occasional day-dream about what it would be like if things were just a little different…. deep down, Dave knew he didn't want to jeopardize his newest and most important friendship by dwelling on a little unrequited love.

Still, the invitation had made him nervous. Kurt he was fine with. Kurt was kind and warm and didn't pass judgment. But Dave wasn't so comfortable at the thought of hanging out with Kurt's other friends. He wasn't sure where he stood with the rest of the McKinley Glee kids, not having seen many of them since he'd last been throwing slushies in their faces.

And of course… there was Blaine Anderson, Kurt's boyfriend. Dave reallywasn't sure he was ready to hang out with that guy. The few times Kurt had mentioned Blaine to Dave just in passing, usually when they were discussing their plans for this or that weekend it had always made Dave a little envious. He had nothing against Blaine as a person, but it was hard not to be jealous of someone who had so much. To Dave, it seemed that Blaine really had everything: good looks, talent, popularity, and of course… Kurt. The most important part of all.

In the end, of course, Dave hadn't been able to turn down Kurt's invite. Shelving his nerves, he'd gone to the party and actually it hadn't been so bad. The Glee kids had shown themselves to be surprisingly forgiving, and many had welcomed him into their conversations so that Dave hadn't spent nearly as much of the night as he'd expected playing the awkward wallflower. By the end of the evening he felt like he might have made several tentative new friendships. It had been such a wonderful relief to find himself liked and included that Dave hadn't realized how tired he was until it was very, very late and people had started passing out on chairs and couches.

In spite of being totally exhausted himself, Dave had still been halfway to the door with keys in hand when Kurt stopped him and informed him that he could see Dave was too tired to drive. Dave had protested, albeit weakly, but Kurt was very insistent; Dave would crash in the spare room upstairs, and Kurt wouldn't take any arguments about it.

That was how Dave now found himself alone in the Hudmel's spare bedroom. He'd been sliding in and out of a doze for the past two hours and was just rolling onto his side in search of a more comfortable position when he heard it:

The creak of bedsprings and the muffled thud of something hitting the wall in the room next door.

Dave froze even stopped breathing for a few moments while he waited to see if the sound would repeat itself.

It did. And again.

Dave's brain was still struggling to understand just what he was hearing when the next thud was followed by a soft moan. It seemed to echo in the dead silence of the house, and Dave thought he could hear a second person making 'shh'-ing noises. A few beats passed in which he heard nothing, then the bedsprings whined and the rhythmic thudding resumed, fractionally quieter than before.

Though he tried frantically to deny it, Dave now knew exactly what he was overhearing. Earlier he'd seen Kurt leading a drowsy and still slightly drunk Blaine into that room, but Dave had been so tired and eager to lie down at the time that the sight hadn't made much of an impression. His mind had been too foggy with exhaustion to follow it through to the obvious implications: Kurt and Blaine would be sleeping together, right on the other side of the wall. And maybe that wouldn't have been such a big deal either except… Except that clearly the two of them were no longer sleeping.

Even as unhappiness pooled in the pit of Dave's stomach of course this would happen to him, of course it would a kind of morbid curiosity made him quiet his own breathing until he thought he could make out some softer sounds: the rustling of sheets, two sets of lungs laboring to breathe. Completely unbidden, an image of the two men naked and wrapped around each other flashed across Dave's mind. His jaw clenched and he sucked in a surprised breath through his teeth. He didn't want to think about that. He didn't want to imagine Blaine and… and Kurt... didn't want to picture what they must be doing to each other…

Almost unconsciously, Dave's hand drifted across his hip to the front of his boxers, hesitating before resting his palm gently over his hardening cock. He knew it wasn't right, knew he shouldn't want to listen to this, but the thought was in his head now and there was something incredibly hot about it. The bedsprings were still creaking slowly. Faintly, he heard another throbbing moan in a voice that could only be Kurt's.

Dave's head was swimming; the picture in his mind was so unbelievably sexy: Blaine spread wide and panting heavily, his face thrust down against the mattress; Kurt on his knees clutching Blaine's hips, thrusting into him faster and faster, his beautiful face tilted toward the ceiling, mouth slightly open, his brows knit in concentration. Dave clenched his jaw and arched his back involuntarily, bucking his erection against the heel of his hand in a desperate bid for more friction.

His eyes snapped open and he realized he was sweating slightly and his pulse was hammering. This was so wrong. The disgust that rolled over him helped clear his mind and Dave knew he needed to get away. He wasn't some sick pervert who jerked off to his friend having sex through the wall! Untangling himself from the blankets, Dave moved quietly out the door and into the hall. He would just go lie down on one of the couches downstairs or, if all the couches were full, he could just head home. He was definitely wide-awake now.

It was a short five or six feet to the top of the stairs, but he would have to pass Kurt's door on the way. No big deal, as long as Dave was quiet and none of the floorboards were loose. Carefully now… Dave only made it a few steps before he had to halt.

Kurt's door…. wasn't completely shut. Heartbeat raging in his ears, Dave swallowed dryly and peered through the gap.

Moonlight was filtering through the curtains over the bed, illuminating a scene surprisingly similar to the one Dave had been imagining. Kurt was on his knees, fucking slowly in and out of Blaine who, rather than facing the mattress, lay on his back with his legs wrapped around Kurt's slender waist. It was indeed Kurt whom Dave had heard moaning, but now that there was no wall between them Dave could now hear the small grunts and gasps Blaine was making. As Dave watched, the smaller man arched his back a little more and threw out a hand, groping blindly for the headboard.

"Oh god, oh my god… Kurt… Kurt..."

Out in the shadowed hallway, Dave swallowed again as all thought of continuing evaporated from his mind. He knew he should feel horrible for watching this. It was sick, an unforgivable invasion of Kurt and Blaine's privacy. Kurt would hate Dave if he ever found out. But still… As Dave listened to Blaine's whispers, he felt himself getting hard again.

Kurt… Kurt…

Fuck it. In one fatal instant, Dave resigned himself to doing exactly what he wanted in the here and now and dealing with the consequences of it later. The temptation was just too strong for him to fight.

As silently as he could, Dave took another step toward the door until it was practically touching his nose. He watched as the two figures on the bed continued to rock into each other, filling the silence with the obscene slap of skin on skin. Quickly he tucked his hand into the waistband of his boxers, letting out a sigh of relief as his fingers closed around his shaft.

Inside, Kurt and Blaine were beginning to pick up the pace. Blaine's gasps were turning into whimpers, words no longer distinguishable as his eyes rolled back into his head. The muscles in Kurt's back and shoulders trembled as he re-adjusted his grip on Blaine's hips and dragged him closer. His long fingers dug in, pressing shadowy dimples into Blaine's flesh.

Dave closed his eyes, leaning against the doorframe as he began to stroke himself faster. He listened to Kurt's shallow breathing, the way he growled just slightly each time he thrust his hips forward, how the incredible sound rose clearly above the background noise of Blaine's panting.

Suddenly Kurt bent his head forward and groaned so loudly that it made Dave jump and lose his footing. He gasped as his knee slammed into the doorjamb. Eyes screwed up in pain, he thought he heard the noises in the room stutter. Dave held very still, eyes still watering as he rubbed his knee. Everything was silent for a moment, then…

"David?"

Panicking, Dave took a step back and was almost to the top of the stairs when the door opened. He had to squint as the moonlight that filled the room hit him full in the face. Blaine Anderson stood in the doorway, completely naked except for the shocked expression he wore.

"Oh my god… I-I'm so sorry," Dave stammered, continuing to back toward the stairs.

"David?" Kurt asked again. Dave could see he was still on the bed, craning his neck to see over Blaine's shoulder. "It's okay… I'm sorry. We were probably being really loud." Kurt's blush was evident even from where Dave stood. "Did we wake you up?"

Meanwhile, Blaine seemed to have suddenly become aware of his nudity. He ducked out of sight behind the door for a moment and returned wearing a pair of black gym shorts. Dave reluctantly answered Kurt, keeping his eyes - full of a mixture of apology and wariness - on Blaine.

"I- yeah, sort of. But it's okay. I didn't mean to bother you guys. I was on my way to... I was…" The burning in his own cheeks was distracting, and Dave suddenly couldn't remember how he'd wanted to end that sentence.

When no one spoke for a few moments, he looked up and realized with horror that both men's eyes were fixed on Dave's own crotch. Glancing down, Dave saw why. His erection was blatantly obvious; the dark tip of it still protruded out of his waistband where he had dropped it in a hurry.

"Oh my god… I can explain…" Dave swayed slightly as nausea rolled over him.

"Hey, it's alright." Blaine took a step forward, his expression switching quickly from disbelief to compassion, and placed a hand on Dave's arm to hold him steady. "No harm done."

Dave was close to hyperventilating now. His words came out in a breathy rush that he was powerless to stop. "I- I'm sorry. You guys probably think- But I… I've never seen two guys together and I sort of… I wasn't thinking and-"

"Dave, calm down." Blaine said it gently as he shifted his hand to Dave's elbow, using it to pull him slowly into the room. Kurt had left the bed and pulled on a pair of white yoga pants. Smoothly Kurt's hand replaced Blaine's and Dave allowed himself to be guided to the edge of the bed where he sat. Kurt sank down beside him while Blaine… Well, Dave really wasn't concerned about where Blaine had gone, because Kurt had just placed his hand on Dave's bare thigh.

"You've really never seen two guys before?" Kurt's voice was kind, tinged with curiosity. Dave swallowed, trying futilely to gather his thoughts and form a reply, but it was impossible with Kurt's thumb sliding almost unconsciously against his skin. "David… Are you a… virgin?"

Dave squeezed his eyes shut, trying to focus on anything except Kurt's hand. In just his boxers, there would be no hiding it if he let himself get aroused again. Completely humiliated, he nodded mutely.

Nothing happened for a few moments. When Dave finally took a breath and lifted his head, he was surprised to see that Blaine and Kurt were looking at each other. Kurt had raised one brow and Blaine's expression could only be described as dumbfounded. Blaine cast a glance at Dave, then looked back to Kurt and gave a slight shrug. Dave had no idea what was happening. It was like they were having some kind of silent conversation.

Kurt turned back toward Dave with a warm smile. His hand still hadn't moved from Dave's leg.

"Look, David," he began, "Blaine and I are by no means experts in sex, but we both know how it feels to be inexperienced. It can be a little scary."

Dave couldn't see where this was going. Unable to think of anything to say, he merely stared at Kurt and waited for him to go on.

"I don't know if you'd be up for it, but Blaine and I… well, we'd be happy to show you a few things and, um… help you get your feet wet, as horribly vulgar as that sounds."

Dave couldn't process this. "Like... right now?" he blurted out, glancing a little unwillingly at Blaine. The smaller man was keeping his eyes carefully averted.

Kurt nodded and gave an encouraging smile. "Only if you want to, of course."

"I… um…" Dave bit his lower lip as he considered it. Even the fact that Blaine would be in the picture wasn't making as much of an impression on him as Dave feared it probably should. All he could focus on was Kurt. The idea of Kurt touching him, of himself being allowed to touch Kurt... Really, it didn't require much thought. Already his cock was starting to ache. "O-okay."

Kurt's smile grew and he stood and began to peel off his yoga pants. "Keep in mind, Blaine and I have never done this with someone else before. If you start to feel uncomfortable just say so and we'll stop immediately, alright?"

Dave's eyes were wide, utterly glued to the slender man in front of him as the moonlight fell across his exposed stomach, his hips, his groin-

From what seemed like a long way away, Dave thought he heard Blaine chuckle.

Kurt took a slow step forward and raised one hand, placing it against Dave's cheek. The other went to his head and Dave shivered as he felt those graceful fingers start to tangle themselves in his hair.

"Just relax," he heard Kurt murmur, and his face was already so close that Dave could feel the warmth of his breath on his skin. Then Kurt's lips were on his and Dave stopped thinking about anything.

Oh god.. oh god.. For the first few seconds Dave was scared to move, scared to do anything other than breathe slowly through his nose and just feel Kurt's mouth, since he knew he might wake from this dream at any moment. Then as he felt the tip of Kurt's tongue sliding softly along his upper lip, something in Dave broke. In that moment he gave in and accepted that, for whatever reason, the impossible really was happening. He might as well enjoy it while he could.

Dave closed his eyes and parted his lips to let Kurt's tongue enter his mouth, an opportunity the smaller man readily took. Kurt explored carefully, taking his time, emphasizing each soft lick with another tug at Dave's hair.

Dave moaned quietly, unable to help himself, and placed a tentative hand on one of Kurt's hips. He squeezed it once, experimentally, and felt Kurt's appreciative hum vibrating against his mouth.

Kurt's hands drifted down Dave's shoulders to his arms, and he pulled the larger man to his feet without breaking their kiss. When Kurt drew him another step forward, Dave felt Blaine step close behind him.

At first Dave's shoulders and jaw tensed uneasily, but he was immediately distracted when Kurt began sliding his hands up under the front of Dave's shirt. The feel of those hands on his naked chest was like nothing else and in seconds Dave's head was spinning. Blaine could stand wherever the fuck he wanted.

Other hands warmer and rougher than Kurt's began to circle Dave's hips, and even though Dave knew they were Blaine's, right now he could only focus on the incredible, unfamiliar sensation of being touched. When Dave didn't protest, Blaine deftly hitched his fingers into the waistband of Dave's boxers and slid them down past his knees and onto the floor.

As Dave's rock hard cock sprang free and brushed along the smooth skin of Kurt's stomach, Dave had to lock his muscles to keep from thrusting forward against him. Kurt let out a tiny gasp and quickly tugged Dave's shirt up and over his head.

Though he was completely naked now, Dave couldn't feel embarrassed. Kurt and Blaine, in spite of what they'd said about never having done this before, were amazingly smooth in their movements and seemed to have no reservations about what they were doing.

Now Kurt led Dave toward the bed and motioned for him to lie back. Dave obeyed immediately. His breath hitched when Kurt climbed up and straddled his hips. Their cocks brushed against each other and both men groaned.

Dave cast the briefest look around and spotted Blaine standing close to the side of the bed. The smaller man's eyes were hungry as they rested on Kurt, and his hand was pressing down over and over against the bulge in his shorts.

Then Dave's back was arching off the bed, a surprised cry of pleasure leaving his throat. Kurt had taken Dave's cock in hand and was pumping it slowly, sweeping his thumb repeatedly over the leaking slit.

"Shit! Kurt, oh- f-fuck!" Dave gasped, clutching desperately at Kurt's thighs as his hips shuddered upward into his hand. Dave had never been touched like this by anyone other than himself and Kurt's every move was skillful; in an embarrassingly short time Dave could feel himself getting too close.

Apparently Kurt could sense this too, and at once his grip eased and eventually released. Dave fell back against the mattress, struggling to catch his breath as Kurt's weight disappeared from his hips. Smiling a little smugly, Kurt settled himself comfortably between Dave's spread knees.

Blaine, who at some point at gotten naked again, was now sitting at the foot of the bed. While Dave lay gasping, Blaine crawled up and knelt behind Kurt. Muscled arms reached out and entwined around Kurt's long, pale chest. For a few moments Kurt leaned back into his boyfriend, their mouths pressed together while Kurt's fingers groped through Blaine's dark curls.

Dave watched them, fascinated and incredibly aroused. Biting his lip, he started to stroke himself but almost immediately Kurt's attention was back and he was pushing Dave's hand away. Before Dave knew what was happening, Kurt sank his mouth down around Dave's cock.

Dave's head fell back and he let out a guttural moan. Unable to think anymore he instinctively tried to rut upward with his hips, but Kurt's hands were there holding him firmly against the bed. Kurt's head bobbed up and down, his cheeks hollowing. Behind him, Blaine had pressed himself against Kurt's back and was reaching around, beginning to pump Kurt's cock with smooth, heavy strokes. Kurt began to groan around Dave and the feel of it sent Dave careening toward the edge again.

"Oh fuck, Kurt, fuck.. I'm gonna.." Dave squeezed his eyes shut, desperate for his orgasm to roll over him. But just then Kurt pulled off and Dave nearly sobbed at the loss.

"Shh," Kurt breathed, giving one last lick across the tip. It seemed to take only seconds for him and Blaine to trade positions. Now Blaine was kneeling between Dave's knees, sucking warm, wet kisses into the insides his thighs, a sensation that made Dave shudder. Kurt was steadying himself behind Blaine.

Hazily, Dave heard Kurt let out a groan as he slid forward into Blaine's ass. With a whimper, Blaine rocked forward and pressed his face tight against Dave's skin, close but not quite touching his throbbing cock. Dave whined in frustration and thrust up desperately against Blaine's collarbone. He didn't care that it would be Blaine anymore, he just needed something now. Needing no further encouragement, Blaine took Dave's entire length into his mouth and began to suck him hard.

Dave gasped and made a grab for the headboard. He could feel it when Kurt started to thrust harder and harder. Blaine's sucking was becoming increasingly erratic.

"Fuck, Blaine… Blaine…" Kurt's voice shook as he pushed his cock deeper into Blaine, his eyes screwing shut.

Dave tilted his head back, the muscles in his neck straining as he fought to hold off as long as he could. Kurt…. Kurt…

Blaine moaned around Dave's cock, stuttering forward again and again until-

"Blaine!" Kurt wailed and bucked forward once more, the orgasm rolling through him.

Dave arched up into Blaine's mouth as he started to come, smothering what would have been a yell with his hand.

"Fuck, fuck!" he groaned helplessly, panting as his body quivered with aftershocks. Dimly he felt himself slide out of Blaine's mouth.

A moment later and the other two were shifting around the end of the bed. Too exhausted to move much, Dave tilted his head to the side far enough to see that Kurt had Blaine's cock in his fist. He was pumping it hard and fucking his tongue in and out of the other man's mouth. Blaine whined against Kurt's lips, bucking his hips senselessly, so desperate. Then with a cry he was spilling over Kurt's hand. His body shuddered for a few moments before gradually relaxing into Kurt's arms. Kurt kissed him once more, soft and sweet.

Half an hour later, Dave was alone in the spare bedroom again. Kurt and Blaine had both fallen asleep and after his pulse had returned to normal, Dave had seen himself out. He'd made the mistake of looking over his shoulder at the door, and now he couldn't get that last image out of his mind: the two smaller men curled against each other in sleep, Blaine's arms wrapped around Kurt's waist, Kurt's face nuzzled warmly up under Blaine's chin.

Lying on his back, Dave stared up at the ceiling, feeling the same dull unhappiness as before seeping into his stomach. Being without Kurt had been hard before, back when he could only dream about what he was missing. It would be impossible now…

Now that he knew exactly what he didn't have.