Steve looked around the lab as he unbuttoned his shirt, his hat and tie already in the hands of one of the nurse-lab-assistants walking around. Dr. Erskine was occupied with a technician on the far side of the lab; Agent Carter stuck trying to stop the press from taking pictures. Steve stared at the device in front of him, the one he would be in in mere minutes, and swallowed nervously. The tan fabric slipped off his shoulders, and a warm hand took its place, making him jump and drop his shirt onto the floor.

The blond looked to his side, blinking when he saw that engineer, Howard Stark, grinning at him.

"We should be ready to go in a few minutes," the brunet told him, never losing that smile. "Then you can say goodbye to this skinny little chest." As if to emphasize his point, Howard put his hand on the center of Steve's chest, the older man's skin comfortingly warm.

"Yeah," the soldier replied, eyes drawn back to the device, his stomach turning.

There was breath against his ear, curling over the side of his neck. "You look nervous."

Steve inhaled sharply, so sure he had been able to hide his anxiety. A low chuckle was the brunet's reply, his hand squeezing the blond's shoulder. "Come on."

Howard gripped his shoulder tighter and began to lead him to a door set in the wall. "Finish the preparations," the brunet told a man in a lab coat as they passed, not stopping. "I'll be back with our soon-to-be Super Soldier when it's all ready."

The man nodded, turning back to the knobs and dials as Steven was led, wide-eyed, away.

"Sit down," Howard told him when the door had swung shut behind them, gesturing at a padded examining table against the wall. Steve nodded and barely managed to lift himself onto the high table, flushing red and looking down as he heard Howard laughing from near the door.

The click of a lock surprised him, making the blond look up quickly. Howard had a slight smirk on his face, leaning back against the door with his hand over the lock.

"Didn't want anyone coming in," the scientist told him, starting to move forward. Steve shrunk back slightly, hunching his shoulders. Howard laughed again and stopped in front of him, placing his hands on his hips and grinning. "You don't need to be nervous, that's the whole reason I brought you in here."

Steve nodded doubtfully, straightening slightly and meeting the scientist's eyes. "You don't need to lock the door for that."

Howard chuckled lightly, the same one from before in the lab, and a shiver raced up Steve's spine. "I guess you're right. I didn't think you'd want anyone just walking in, though."

Steve frowned up at him. "You think I'm going to break down like some dame just because of all of this?"

"I think you're not going to, even if you're scared enough to," Howard countered, stepping forward and placing his hands on either side of Steve on the table, leaning towards him. The soldier leaned back, his cheeks growing red.

"I'm not scared," he answered defensively, his bottom lip sticking out slightly.

Howard shrugged. "Sure, then," he replied, staring straight into the soldier's eyes. He leaned forward even more, grinning wider as Steve blushed harder. He let out a long-suffering sigh when the blond leaned even further back. "Oh, you military types are all the same," he muttered, curling a hand around the back of Steve's neck and pulling him into a harsh kiss.

Steve's eyes flew open in shock, his entire body freezing. He tried to pull away, but he was no match for Howard's strength. The scientist raised an eyebrow as he kissed the other man, as if to ask what Steve was going to do about it.

Give up, it seemed, was his answer. Steve's eyes closed as Howard nipped his lip, pressing back tentatively against him. Howard closed his own eyes in satisfaction, kissing him just a little bit harder.

The soldier let himself relax, breathing through his nose the way Bucky had told him when they'd gone to meet some girls one night. His hands curled around the edges of the table, holding on tight as Howard nipped his lip again. Steve's breath picked up, kissing Howard a little harder.

Howard pulled back with a slight sigh, taking the hand from being Steve's head and tapping the soldier's lips with his index finger. "You have to open these, okay? It's like you've never done this before."

Steve's defiant frown and red cheeks said it all.

Howard half-smiled, half-smirked, smoothing his fingers over the blond's pink lips. "Isn't that an honor, our soon-to-be Super Soldier's first kiss."

Steve's eyes narrowed and he raised a hand to push at Howard's shoulder, trying to get him to move back.

"You want to go back out there?" Howard asked him, refusing to move away. "Even when you're still scared? I can take all that anxiousness away, easy."

"Well you weren't really doing anything about it," Steve answered, uncharacteristically snappy.

Howard's grin was feral as he leaned in so his breath fanned over the soldier's lips. "Oh, we were just getting started."

Before Steve could respond the scientist's lips were over his again, tongue snaking through the small gap between the soldier's lips. Steve gasped slightly at the first brush of Howard's tongue against his own, the hand he still had placed on the brunet's shoulder gripping slightly tighter. Maybe this wasn't something that the soldier would normally think of himself doing, but this could be, at worst, his last day on Earth, or, at best, his last day as himself. If that wasn't a good reason, Steve didn't know what was.

Howard pressed closer and kissed harder, rubbing his tongue against Steve's encouragingly. The blond flicked his tongue against the other's hesitantly, moaning softly at the new sensation. The scientist made a small noise in the back of his throat, mirroring Steve's, and made the kiss even more passionate.

Steve was swept along; he could barely keep up as Howard kissed him harder, twirling his tongue in a way that Steve couldn't even think of replicating. Not that he could think of much of anything right now, anything outside of Howard's tongue and Howard's hand on his chest-Howard's hand on his chest?
"Wha-?" Steve mumbled in the kiss, confusion seeping into his mind as the scientist's hand smoothed over his skinny chest.

His only response was two fingers settling around his nipple and squeezing lightly.

Steve moaned, arching into the touch and tightening his grip on Howard's shoulder. The scientist broke the kiss and chuckled lightly, sliding his lips across the soldier's jaw.

"Aahn," the blond clenched his jaw on a moan, his breathing speeding up as Howard squeezed again and twisted the nub slightly.

Howard's free hand settled at the small of the soldier's back, pulling him forward until he was sitting half-on, half-off the table. Steve's other hand, the one still gripping the table, let go and settled on Howard's other shoulder to steady himself.

Both of Howard's hands fell to Steve's waist, gripping tightly. The scientist lifted him back onto the table, but turned him so his legs were stretched out on the table. Howard clambered on in front of him, knees on either side of Steve's thin hips. A firm hand on Steve's heaving chest pushed him onto his back, his blue eyes focused on the scientist above him.

Howard grinned at him and dipped his head, licking a line down the soldier's sternum. Steve's hands clenched on Howard's shoulders, watching the top of his head.

With a devilish smirk, Howard's lips settled around the nipple he had been teasing earlier, sucking gently.

Steve's back arched and a moan slipped from between his red lips. "I'm not a dame," he complained half-heartedly, his head tilting back. "You shouldn't be touching that."

"So I should be touching this?" Howard pulled back slightly to ask, reaching down to squeeze the lump in Steve's trousers lightly.

The soldier's hips bucked, another, louder moan slipping out. "I didn't say that," he groaned, hips bucking again as Howard squeezed once more.

Howard smirked and let go, kissing Steve's chest again. He laved his tongue over each rib visible along his stomach, tracing the lines of the muscles he knew would be there in less than an hour. The scientist moaned softly when he paused, lips pressed against the skin above Steve's heart. Soon this spot would be covered by hard muscle, the hands clenching his shoulders would be larger and stronger, or maybe it would be his hands clenching broad shoulders above him?

The scientist pulled back with a grin, allowing Steve a small chance to get his breath back. "You're so thin," he told him teasingly, hand settling on the blond's hip and covering it completely.

Steve's hazed eyes narrowed. "That's not gonna be a problem soon," he replied, licking his lips. Howard nodded, eyes tracing over Steve's small body.

"Still nervous?" the scientist asked, tracing a prominent vein down Steve's arm with his finger absently.

"I wasn't nervous."

Howard ground his hips down against the soldier's thin ones, coaxing a shocked moan from Steve's lips. "Don't worry, you won't be feeling any of that soon."

Steve went to reply but could only moan again as Howard established a rhythm, lips settling on the blond's neck again.

"Pity I can't leave any marks," Howard said to himself, nimble fingers undoing Steve's belt and pulling it through the loops quickly.

"I don't mind," Steve moaned absently, his hips bucking up against the brunet's. Howard chuckled throatily, undoing the button and zip of the soldier's pants.

"I'm sure Peggy and the others would have something to say about it," the scientist told him, tugging the blond's pants off of his hips. He tugged them further down as he slid down Steve's body, undoing the buttons of his own vest as he trailed kisses down that thin, beautiful chest. He tossed the vest behind him, sucking lightly on a protruding hip bone. Steve bucked his hips again, Howard taking the chance to pull the army-issue briefs down under his ass and cock.

As the blond's erection was freed from the tight confines it brushed against Howard's cheek, leaving a smear of precome behind. Steve rubbed his thumb over the sticky trail, taking off as much as he could.

"Sorry," the soldier murmured, his eyes half closed and chest heaving. Howard twisted his head, sucking the thumb into his mouth.

"I don't mind," the older man replied, grinning up at Steve. He licked his lips when he saw Steve's dazed expression, hands settling on the blond's hips. He leaned in slightly, tongue flicking against the head of Steve's erection.

The blond's previously half-opened eyes flew wide open, his mouth falling open with a deep moan. Howard grinned and did it again, letting his tongue lave the head gently and drawing out a longer moan from the soldier.

Without warning, the brunet opened his mouth and swallowed Steve's erection completely, closing his eyes to focus as he relaxed his throat. The blond's back arched, his thin hips bucking in vain against the strong grip Howard had on them. After a few swallows Howard pulled back, looking up to catch Steve's expression.

His eyes were closed, sweat beading on his forehead and a bright red blush settled on his cheeks. The blush spread down his neck and onto that thin chest, Howard barely resisting the urge to lean up and kiss all over that blush.

"How do you do that?" Steve panted, one eye cracking open from the lack of sensation.

"Practice," Howard replied, amused. "I'll let you try on me some time."

Steve nodded, bucking his hips again. "Yeah, yeah."

Howard smiled and pulled away, grabbing a small jar from the cart by the side of the examining table.

"What's that for?" The blond asked, propping himself up on bony elbows, his hair wonderfully mussed.

"Lubricant," Howard answered, opening the jar and dipping his fingers in.

The soldier nodded with a slight frown. "But what're you using it for?"

"Surely you've heard of how two men have sex," Howard replied, not really giving an answer. He set the jar to the side, using his clean hand to pull one of Steve's legs gently out to the side. The soldier blushed with this new level of exposure, biting his lip lightly. Howard pressed a finger against his entrance, waiting for the spark of recognition in the soldier's eyes before he continued.

"Oh," Steve muttered, worrying his lip with his teeth. "That."

"Yes, this," Howard replied, meeting his eyes steadily.

Slowly, almost imperceptibly, Steve nodded his consent. Immediately the finger slid in, Howard moaning softly at how tight he was. Steve let out a small sound, his entire body shuddering.

"You all right?" Howard asked quietly, moving his finger gently in and out.

"Yeah," Steve gasped, his thin hips bucking slightly. "Just fine."

"Just fine?" Howard echoed, raising an eyebrow. "I can do much better than that." He pressed another finger against the soldier's entrance, sliding it in slowly. Steve's back arched slightly, a gasp leaving his lips.

Howard moved the fingers slowly, spreading them a little wider with each thrust in. Steve's breathes were shallow and fast, small moans slipping out every so often.

"How's it now?" The scientist asked, curling his fingers gently.

"Great," Steve moaned, bucking down onto the fingers.

"I can still do better." Howard curled his fingers again, gently simulating the small knob of his prostate.

Steve's back arched sharply, grinding against the fingers to prolong the sensation. Howard grinned and kept rubbing, watching as Steve's body trembled and loud moans left his lips.

"Look at you," Howard muttered, his voice full of awe, scattering kisses along his hips and thighs. "So weak and so strong..." He slid another finger in, sliding the tips against his prostate again.

Steve's body jerked as he let out another moan. "I'm not weak," he complained, his toes curling as Howard rubbed that knob again.

"Your body is, but it won't be after today. You're going to be stronger than anyone alive, and faster, too. I wonder if you'll still be this sensitive after the procedure." Howard paused for a second, then, cursing himself for mentioning it. He knew the chance, the incredibly small chance, that Steve would survive this, and to think of the promises he was making for that incredibly small chance of a future made a heavy pit settle in his stomach.

"We'll just have to see," Steve replied, moaning softly as he bucked back against the fingers and closed his eyes, too far gone to notice Howard's pause or figure out the reason for it. "Just hurry up right now."

"Demanding," Howard teased, pushing his thoughts away, sliding a third finger in and listening for the louder moan. It came less than a second later, the soldier's chest heaving. His thin arms wound around Howard's neck, trying to pull him closer and provide some friction for his erection. He bucked his hips when the scientist refused to move, groaning quietly.

Howard chuckled and took his fingers out, tugging Steve's arms from around his waist. "I need you to undo my trousers for me, there's lubricant on my hands."

Steve's cheeks flushed red, determination settling in his eyes as he fumbled with the button and zip. Finally he got it open, tugging the tight trousers off of the scientist's hips but he couldn't get them past his thighs. Howard grinned and pushed them down the rest of the way, leaving him in his underwear and shirt between Steve's spread legs.

Howard sat back for a moment, head tilted to the door. He reached for the jar again, spreading more lubricant over his fingers. "We don't have a lot of time before they get everything ready and get suspicious."

The soldier nodded, trying to take deep and even breathes as he watched the other men spread lube over his erection. The brunet held his eyes the whole time, amusement dancing in the scientist's while anxiousness spread into the soldier's.

"Don't worry," Howard began as he positioned himself and leaned over Steve. Steve frowned up at him.

"I'm not worried."

"It shouldn't hurt much, and once the procedure's done you won't feel anything from this," Howard continued as if Steve hadn't spoken. The blond nodded anyway, fingers digging into the paper spread over the examining table.

The brunet began to push in, slowly, eyes roving over the blond's thin frame as he shuddered slightly. Steve's fingers dug even more into the table's covering, his back arching.

"Stings," he hissed, eyes clenched shut. He shifted his hips lightly, trying to find a more comfortable position, but Howard held them still.

"It'll hurt more if you do that," the scientist told him, still pushing in slowly, ever so slowly.

"Just go faster," the soldier replied, his body relaxing slightly as Howard slid in all the way. "I can take it, no problem."

Howard pressed a kiss to his temple, surprisingly tender. "As soon as I'm sure you're ready."

Steve groaned as Howard pulled out just as slow, pausing just before he slipped out entirely. He thrust in fast, making the soldier's entire body stiffen and his mouth open wide with a loud groan. For a moment the scientist thought he had gone too fast too soon, until Steve's arms wrapped tight around his shoulders and pulled him down against him.

"Do that again," the soldier told him, licking his lips. "Come on, Mister Stark."

Howard grinned and pulled out slowly, thrusting in faster than he had before. Steve moaned loudly, tightening his hold on the scientist's shoulders. "Call me Howard, Steve."

"Howard," Steve moaned, bucking his hips when the brunet thrust in again. Glancing anxiously at the door, Howard kissed the soldier roughly before thrusting again, making sure all of his moans were muffled from then on.

At least, they were until Steve broke the kiss for air, clearly too distracted to put in the effort to breathe through his nose. He tilted his head back and panted, small moans slipping out as Howard kept thrusting.

The brunet's lips descended on the thin stalk of Steve's neck, pressing kisses into the pale skin and feeling his fast pulse through the thin skin.

Suddenly Steve's back arched off the table, his head snapping back with a loud moan as he came. Thick white spurted onto Howard's shirt as he kept thrusting, panting now with the exertion. Steve relaxed against the table, a dazed look on his face, moaning softly with every thrust.

Howard pulled out at the last moment, grunting quietly as he came. His come spilled over the soldier's stomach, sliding down Steve's sides to gather on the metal table. Small pools stayed in the dips between his ribs even as his chest heaved, still loosely gripping Howard's shoulders.

The scientist stared down at him, lips parted slightly. Steve's eyes were closed loosely, more out of satiation than any desire to hide from the world. Howard braced himself on his weak arms, leaning down to press a gently kiss against the blond's cheek.

"You all right in there?" he asked softly.

Steve turned his head blindly to kiss the scientist quickly on the mouth. "I'm fine. How are you, Mist-Howard?"

Howard chuckled lightly, pulling away and sitting up straight on the end of the exam table. Steve's legs closed reflexively, as if missing having Howard between them. "I'm fine. We need to clean up, I think the machine should be just about ready for the procedure and they're sure to be missing us soon."

Steve opened his eyes slowly, focusing on Howard first and smiling shyly. Howard smiled back, standing up and placing the jar of lubricant back on the tray by the table. Steve made a choking noise, sitting up quickly.

"Your shirt! It got all dirty!" He exclaimed, leaning forward a little to inspect the large stain across Howard's stomach.

The scientist smirked slightly and picked up his vest, sliding his arms through the holes smoothly. "Don't worry, my vest will cover it. No one will know."

Howard retrieved a small towel from the rack next to the sink in the corner of the room, wetting it and then using it to wipe the sticky residue from Steve's skin. He then bent Steve's legs open again to dab at his entrance gently.

Steve gnawed on his lip, watching the other man. Howard stepped back when he cleaned as much as he could, leaving the towel in a laundry bin and gathering both their trousers and underwear from the floor. He handed the smaller set to Steve and put his own on, catching glances at the soldier as he dressed as well.

"Can you move all right?" Howard asked. Steve slid off the table and took a few steps, then nodded slightly.

"Yeah, I'll be all right." Steve responded, as together they stripped the paper covering from the table and crumpled it up as much as possible before placing it in the garbage bin.

With all the evidence cleared away, Howard put a hand on Steve's shoulder and smiled at him. "Now let's go make us a super soldier." He took his hand back and moved to the door, unlocking it.

"Howard," Steve said abruptly, still standing where the other man had left him. Howard turned and raised an eyebrow.

"Yes?"

"I know there isn't a great chance I'll make it through the procedure, and I know that you know that too." Howard flinched slightly, but Steve continued to speak steadily. "So...thanks, for telling me we could still...do this after. It helped."

Howard nodded stiffly. "Of course. I'm glad it did."

Steve smiled shyly, then, as if that was the response he had wanted. He stepped up next to Howard. "Just make sure you keep your word."

The scientist smiled briefly. "Sure, I'll keep my word."

Steve smiled back, then took a deep breath and opened the door. Everyone in the lab was in their positions, the machine open and waiting. The soldier raised his head high and stepped out into the lab, the scientist right behind him.