So this was suposed to be a T raited story but somehow it escalated into full on rated M. I hope you enjoy reading it. I loved writing it. Reviews are apreciated.

Freddie yawned as he made his way down the stairs. This was the second time they were trying for the longest web show world record. This time they'd all made sure everything was ready in case of any emergency. Spencer had been a bit bummed because it was a different woman that came from the world record book. He was laying on the couch pouting like an angry child. It was actually kind of cute. He passed Spencer and headed for the coffee maker. He had ten minutes before he was needed back up at the camera.

"Hey Freddie" Spencer mumbled.

"Hi" Freddie called back, his voice slurred from drowsiness. Sam and Carly had conveniently forgotten that they weren't the only ones that had to get sleep. They had him awake bright and early to go over all electronics twice. Now he was paying the price.

"I told you, you should have slept in" Spencer said. Freddie chuckled. He walked into the living room with a fresh mug of coffee.

"It's not like I had much of a choice" He chuckled. "Plus you were up early. I thought you were planning to stay up with us." Spencer pulled his legs closer to him so Freddie had a spot on the couch.

"Yea I know" He grumbled. "But it's not like you need me." He closed his eyes and looked at the blank TV.

"It wasn't your fault" Freddie reminded him. "You couldn't have known it needed that much electricity."

"No it is" Spencer moaned, moving into a sitting position. His head fell into his hands. "I shouldn't of made something that moved anyway. I'm not good with electricity." Freddie chuckled.

"If you're talking about fire, that sculpture stayed flame free." Freddie chuckled. "Plus I think most of your sculptures start on fire, whether their electric or not. You really have a talent for that." Spenser shook his head and moaned.

"I really am a failure at art." He said sadly. His eyes stayed glued firmly to the ground. "I should have stayed in law school." Freddie burst out laughing. He knew it was the lack of sleep that was causing him to act like this but it wasn't like he could stop it.

"Spence look at me" Freddie said after finally settling down. He lay a hand on the older man's shoulder. Spencer looked up. Freddie was momentarily distracted by those eyes. The rational part of his brain said he should go now. He was acting impulsively. He needed to think straight right now. But he couldn't. He'd had feeling for Spencer for a while now, probably for as long as he'd liked Carly. It wasn't as big a crush but recently it was becoming more. His obsession with Carly was beginning to fade and with it his crush for Spencer grew. "You're not a failure. You just made a mistake." Spencer shook his head again.

"No I'm pathetic at everything I do. I couldn't be a lawyer or artist. I can't even get a girlfriend to stay with me longer than three dates. After that I normally run them over." Freddie couldn't help but chuckle.

"You'll find someone" Freddie said, in a confident voice. "You just haven't found the right person." Freddie was trying to distract himself from the thought that were passing through his mind. Unfortunately his groin wasn't listening.

"Yea maybe" Spencer sighed. "Or maybe not."

"Maybe" Freddie mumbled darkly. "You shouldn't be looking for a girlfriend."

"What do you mean? Spencer asked. Both of them were tired and the man couldn't take a hint.

"I mean…" Freddie said, pushing away the part of his mind that told him he would regret this. "This" he finished. With a feat of strength the surprised both of them, Freddie pushed Spencer on his back, sprawled out on the couch. Freddie didn't know how their faced got so close or how his knee was pressing against Spencer's cock bur he wasn't complaining. Freddie slammed into a kiss. Spencer didn't seem to know how to react until the younger boy forced his tongue into the other's mouth.

Spencer began to kiss back. It was rough and brutal but they both liked that. Spencer was grabbing fistfuls of Freddie's gelled hair, trying to bring his somehow closer. Spencer let out a moan when a knee rubbed against his half erect cock. Freddie took that as a good sign. He pushed a hand under the other man's shirt, feeling his surprisingly chiseled abs. God he's wanted this for so many years.

"Freddie" Spencer moaned. "Oh god" he gasped when the hand took a detour to one of his nipples. He humped up into Freddie trying to get friction. He needed this now. He hadn't had sex in months.

"I want you" Freddie gasped into his ear. "I want you inside me."

"ummmhuu" Spencer managed to get out. He whined when the younger man pulled away. "Wha?" He mumbled through half lidded eyes.

"I'll be back in five minutes. Stay there." Freddie called rushing up the stairs, making shure to hide his erection before entering the studio.

"And the nubs back" Same growled at the camera. Freddie was late.

"Carly" Freddie hissed gesturing her off screen. The girl looked worried. She was probably noticing how flushed he was. She rushed off screen.

"Are you ok" he whispered.

"I need you to do the new cowboy with a mustache sketch" he whispered.

"We're not supposed to do that for another hour" she shot back. Here was a worried look in her eye.

"I need some time. I'm not feeling well. That is the longest sketch you have. If you do both of your sketches I'll have forty minutes. I'm sorry Carly but I need to…" He gestured as if he was going to vomit."

"Ok she said quickly. We'll do it. Do you think you'll be well enough when we finish?" She asked, glancing at the timer.

"Yea" Freddie nodded. "My mom has some pills. She's paranoid like that. They'll kick in in time."

"Ok just hurry" She said. Freddie was out of the room and down the stairs in seconds.

Spencer was standing in the middle of the living room looking awkward. "Freddie" He hurriedly said. "I don't think this is a good idea. You're so you..nn..nn" He was cut off by Freddie falling to his knees in front of his dick. He acted quickly getting in in his mouth. Spencer gasped. "No" He said loudly but didn't push the boy off. Freddie used all the tricks he learned from the surprisingly large number of guys he'd slept with. No matter what Sam said he could get laid. He really was that good. Spencer seamed to understand that too the way his eyes rolled back into his head.

"What were you saying" Freddie asked in a sexy voice.

"You're not even 18" Spencer tried to say as Freddie licked his way up his shaft.

"So?" He asked, massaging the other man's balls. "You're not the first older guy I've been with. Trust me you'll love it." he went back to doing amazing things with his mouth."

"It's i-ilegal" He stuttered out.

"Ok" Freddie sighed, standing up. "But if you change your mind I'll be in your bedroom. And just so you know. You haven't even started to feel what I can do to you." He chuckled, walking down the hallway to the bedroom. He'll follow. They always follow. It didn't take long for spencer to bang through the door. What he found was Freddie sprawled chest down on his bed butt naked. He spread his legs farther to let Spencer see better. "Do you want to fuck me or should I get you a little more…. Ready?"

"Uhhh" Spencer mumbled sitting on the bed.

"Don't worry. Just follow my lead" Freddie chuckled. Spencer looked at the boy's amazing body. He had lost all his baby fat a year ago so he was really skinny. His skin was flawless and his dick was even bigger than his own. It had to be nine inches. Freddie moved onto spencer's lap so their faces were inches apart. The man's mouth opened in a silent moan as Freddie moved his ass, grinding Spencer's clothed dick in between his ass cheeks.

"Take off your shirt" Freddie commanded. Spencer followed the order without a second thought. How could he say no when Freddie was making him feel this good. "You're big" Freddie chuckled, into Spencer's neck. "You're going to be a lot of fun"

"uhhggm" He muttered. Freddie pushed Spencer's back to the bed and stood up. He pulled Spencer's jeans down, taking the under where with him.

"Yes! This is going to be fun" Freddie sat back down, grinding his ass against the now free dick.

"Freddie" Spencer moaned.

"Yes. Say my name" Freddie whispered. "I want you to scream my name. I want you to moan until my name is the only thing you can say. He brought their dicks together and began to jack them off together. "So big" Freddie chuckled. "Tell me spencer. What do you want to do with me? How do you want to fuck me? Or should I fuck you. I'm yours now. I'll do whatever you say."

"I want… I want you to suck me" Spencer moaned.

"Yes sir" Freddie murmured. Spencer widened his lags to give Freddie some space. He was giving him amazing head. No girl had ever been this good. Freddie circle his tongue around the head of the dick making Spencer shiver. He pulled off far too early for spencer's liking. "I don't have much time" Freddie told him. I need you in me. I can't wait. I need you tonight! I need you now. Barry that huge dick in me Spencer. I want you." Spencer reacted slowly moving Freddie lovingly onto his back. "No" Freddie hissed. "Take control." Fuck me like a man. Give me everything. I'm not fragile. Throw me around. Dig your nails in my skin. Pull my hair. I want you to give me everything."

Spender grabbed Freddie by the wrists and pinned him to the bed. He put one of the boy's legs on his shoulder and lined his dick up with his ass. It was here that he could truly realize how young Freddie really was. He was so small, too much like a child but he couldn't stop now. He couldn't stop even if he wanted. He thrust in, the only lube being the spit Freddie had so generally added. Freddie growled in when Spencer though was pain. He froze halfway in.

"I said I wanted you to fuck me like a man" He growled. "Now give me everything you got. Make me scream!" Spencer pounded into him, harder than he'd do to any girl. Freddie replied with moans and shouts. They were smart enough to keep the others from hearing them, but just barely. Spencer knew when he hit the prostate. Freddie shiver in a violent moaning way. He made a point of hitting it again. It got the same reaction. Spencer quickened his pace if that was even possible he felt himself getting closer to orgasm.

"I'm going to…" he gasped. Freddie pulled off him intently and surrounded the dick with his mouth. Spencer moaned Freddie's name as he had the best orgasm he's had in a long time. When Freddie pulled off he was smirking, his lips covered in cum.

"And still seven minutes" Freddie chuckled.

"That was amazing" Spencer gasped, trying to get air.

"So I'm assuming you don't regret it" Freddie asked, a tad worried about the answer.

"I should" Spencer choked out.

"But you don't?" Freddie asked. Spencer shook his head. "Good. Then we'll be having a lot of fun in the coming days, weeks, months. He smiled. Whenever you need an ass, know I'm just a door away. Any time you want, I'll just tell my mom I'm helping with a sculpture.

"Really?" Spencer asked. Freddie moved at him so they were inches apart.

"Just one question" Freddie asked. "How open are you." He moved Spencer's hand onto his dick. Because trust me. There are far more ways I can help. This is just the beginning." Spencer nodded and watched as the boy dressed and headed back to the web show. He didn't know if he should hate himself or thanking god. How was he so good? Surprisingly he felt himself getting hard again. He was definitely going to take Freddie up on that offer and probably sooner than he thought. He was still in his twenties and he was horny just as much as most teenagers. That night after they'd broken the world record Spencer pulled Freddie aside.

"My mom is asleep. I can stay as long as you want" Freddie chuckled.