Rated: M

Original prompt: Martin loves to be tickled to the point where he's breathless, giddy and so, so hard. It's not something he's been able to explore much but he knows it's weird that it has that effect on him. I'd love it if Douglas discovered his kink by accident and finds himself turned on too.

"D-Don't." Martin slowly stepped back against the walls of the cabin. Douglas merely grinned, fingers making ripple motions in the air, threatening Martin.

"I'm serious! Do not touch me," he yelled, his voice failing as those hands came closer. Martin knew what would happen - damn it, he knew! - and yet he couldn't move as Douglas came closer, hands mere inches from his waist. Waiting for the inevitable, Martin closed his eyes.

Then promptly burst into shrill laughter, the muscles of his stomach fluttering with the sudden tickling sensations.

Martin tried to twist his body away from Douglas' hands, but he had him pinned to the wall, mercilessly gripping his sides and wiggling his fingers. Somehow the act seemed obscene and dramatic. Martin already felt the fateful stirrings curling inside his stomach.

"D-Douglas, s-s-stop!" he giggled, fingers curling around his chin as he twisted and shook in vain. He slid to the floor and brought his knees inward, but the tickling didn't stop. Tears collected at the edges of Martin's eyes as he laughed, sides aching (as well as elsewhere).

In reality, the captain would like nothing better (shamefully) than to let Douglas tickle him into submission, but if he found out here of all places (and at all) he would be in deep trouble. So he twisted his body, resisting kicking him in the stomach or smacking him with his arms.

Douglas moved to Martin's armpits, terribly amused by the whole affair. Martin was laughing and giggling, lips stretched in a rare grin and face flushed with life. Tears practically dripped from his eyes. He'd never seen the pilot looking this way, and wouldn't mind doing it some more. Martin sure did know how to squirm though.

Martin crossed his knees in vain to hide the growing erection as his breath came out shorter and with less beats between each one, laughs cut off as he choked on the air. "Dou-" he tried, but couldn't seem to get anything out as he concentrated on breathing. Adrenaline rushed through him, his limbs surging with both life an exhaustion. He was becoming harder harder, erection pressing tightly against his trousers.

God, why did this feel so good? He was out of breath and Douglas had slowed mercifully, hands resting lightly on Martin's hips. The captain coughed and his chest heaved with every breath, minute shudders running through him.

He was incredibly, achingly hard now. Each labored breath went straight to his cock, throbbing and pulsing under his trousers. "Get off," he breathed shakily to Douglas, the furious flush never leaving his cheeks. He looked absolutely wrecked and debauched, a beautiful look for him, Douglas decided.

When they'd both calmed, and Martin attempted to speak, Douglas grinned and squeezed his sides, eliciting a squeak. Martin's legs flew open in reaction, revealing his erect member.

Douglas froze in shock.

Martin froze in horror, the color draining from his face.

"Douglas. It's - it's not what it looks like! I'm - uh - for God's sake," he hissed, putting his hands over his eyes. He was mortified! Shamed! Everything was going to fall apart now!

Douglas said nothing for quite some time, and Martin was forced to look at the man, finally, eyes stinging with shameful tears. "D-Douglas? I'm really sorry —" he started, but stopped when he saw Douglas' gaze. It was intense, and awfully predatory. Perhaps even more so than before the tickling had begun.

"Martin, I had no idea," he all but purred, one hand resting over Martin's stomach. Quick breaths made it push insistently against his fingers, and Martin flushed; his erection was straining, as if trying to reach Douglas' hand.

"Douglas, I had no idea," he snapped breathlessly back at him, mind spinning from the high of laughter. That he was found out was embarrassing and mortifying, but in a way also exciting. Douglas didn't...seem to mind if his expression said anything.

"Neither did I." He honestly sounded confused, and Martin quirked his head in confusion until he saw the impressive prick pushing against Douglas' own uniform. Wait, what?

His stomach plummeted and curled pleasantly. Did this mean he didn't have to have a reason to be ashamed? Or even afraid?

They lay frozen in time, neither of them breathing (well, metaphorically. Martin was still panting), until Douglas suddenly took hold of him and pressed the taller man into his lap, back-to-chest. Martin shivered when he felt Douglas' erection press into him, and his breath caught when a hand went down his trousers and pants.

Oh, but it got better. Just as he pushed into the delightfully warm hand, pleasure rolling inside him, Douglas' free hand latched onto his waist and lightly squeezed.

Laughter pealed from the pilot and he squirmed as the stimulation was doubled. Quickly breathing became more and more difficult, his cock becoming harder and harder. Pleasure shot up his spine and he shuddered and spread his legs, muscles twitching with the effort to hold still as he giggled.

Tears leaked from his eyes, running down his cheeks, but he didn't care. Oh, not when it felt this good. Not when Douglas' hand was running up and down his slickened length, fingers as agile as the ones against his side. His laughter bubbled and melted into half-laughs-half-moans, spilling frequently from Martin's lips.

Douglas bit his lips and slowed. Martin was being awfully loud, and who knew when someone might come in, wondering about all the ruckus? So he tilted Martin's head back and pulled him into a kiss, lips overlapping with the force. Douglas took a moment to run his tongue gently over Martin's lower lip, then he bit it.

Martin moaned and shuddered, pistoning his hips into the ring of his fingers.

"Quiet, dear," he teased, pinching his side none-too-gently. Martin giggle/moaned, breath mixing with the elder pilot's.

"S-sorry," he apologized, eyes glazed and cheeks aflame. He looked happy, rueful, and terribly turned on. Quite a nice look for him. Douglas kissed each cheek in turn and then pressed his nose against Martin's.

"Quite alright. I'll just have to keep you quiet." And with that, he spun Martin around so they were chest to chest, the red-head's legs spread around his waist, cocks pressed together. Douglas ground into him, an agile hand running up his waist, and Martin sucked in his breath, rising to roll his hips. Douglas curled one hand to the back of his captain's head, pulling him into a rough kiss once more. His tongue rolling sensuously over Martin's, caressing the underside and flicking it gently, stealing each hot moan that left his lips.

They groaned together (and Martin shook with mirth) as their hips met, hot sparks making Martin's vision fade. He could barely breath, his stomach hurt, everything was a laugh, and it couldn't be any more wonderful. A happy moan was inhaled by Douglas and his hand again delved into Martin's trousers, taking his prick into his hand.

He jerked him roughly, precome making it slick and easy. Martin shuddered and bucked wildly, so, so hard and so, so close to coming. "Douglas," he whined into his lips, shaking like a leaf as his mouth was virtually fucked with his tongue and his lower half was stimulated by a warm hand and slick fingers.

Douglas smirked and trailed his hand over Martin's arse before he pulled his shirt out and shoved his hand under the fabric. In moments he squeezed his arse firmly, then ran his fingers gently over the tense muscle.

Martin bucked and thrashed, rubbing shamelessly against Douglas. Yes, that was it! As a mad, breathless giggle left his lips, every muscle in his body tensed, and then went lax as his orgasm burst through him.

Martin leaned heavily onto his co-pilot, fingers curled over his shoulders as he caught his breath. Wow! "Th-thank you, I think," he breathed, and he proceeded to rub his nose gently into Douglas' neck. The wetness against his stomach was uncomfortable, but not unbearable. He just...needed a moment.

He felt a twitch against his thigh. "Oh, Douglas, I'm sorry!" he stammered, cheeks flushing. He'd completely forgotten about him!

"No need to worry. It's about time to take off, but I believe if we hurry we can have you cleaned up in the bathroom along with some...recreational therapy."