This takes place in the episode where Rex finds out Noah was paid to be his friend: AKA Lockdown.

Plus it is dedicated to the amazing Bramblerose4. Her support is what got me to finally finish this and I am extremely grateful to her for it.

Noah was 90% sure he was dead.

A fact he was handling surprisingly well. He couldn't help but think he deserved it after betraying Rex the way he had. Even as he lay in the pit of blackness that seemed to make up the world of the dead he couldn't help but regret that he'd never gotten Rex to believe he was truly sorry.

It served him right to be eaten by the stupid spider Evo for betraying someone who had trusted him so inexplicably. Rex had never doubted that Noah had been his first real friend and that made it all the worse to see Rex's face crumble in anger and betrayal, especially knowing he had caused it.

That look had stung more than all the beatings in the world and the way Rex had looked at him had shattered something inside him that he didn't think he'd ever be able to fix. He'd wanted to die when Rex said he never wanted to see him again.

Guess he'd gotten his wish.

The extra 10% that made him think that he could possible, just maybe, be alive was the fact he could swear he could hear Rex's voice.

Bit by bit the voice became clear and Noah could understand what he was saying.

"Stupid, dumb, idiot. Getting captured like that. Making me worry like this. Stupid, stupid, stupid idiot." He mumbled quietly.

Noah would have smiled if he could feel his face.

Rex only insulted him when he was truly worried.

Noah could feel warmth around his hand from what he assumed to be Rex's hand and he tried with all his might to squeeze back, but his hand didn't even twitch with all his focus directed on it.

A dozen questions bombarded his mind as he tried to force his body to respond. Nothing so much as flinched. He was totally paralyzed. Panic began replacing his calm in the darkness and all that kept it at bay was the warmth of Rex's hand around his, keeping him steady.

"Doc, why hasn't he woken up yet? Everyone else is already up and about."

Noah listened to Holiday check his vitals and scribble something down quickly.

"He was the last injected by the venom; it only makes sense that he'll be affected by it longer. Don't stress over it too much…Have you even decided what you're going to do when he wakes up?"

The grip around his hand tightened almost to the point of pain, but Rex gave no answer to the doctor's question.

Holiday sighed quietly when Rex gave no response and Noah could hear the sound of her high heels become more distant until only their breathing filled the empty hall.

"Noah…..Why?...Why did you do it? Was I only a job? Was any of it real?...Did you even like me?...Did you even care?"

Noah's very soul withered in the anguish that his face and body could not express as he listened to Rex's utterly broken voice. He wanted to get onto his knees and beg for Rex's forgiveness in every language he knew. (Which was only four if you counted Pig Latin, but that was beside the point.)

"You want to know the worst part?...I'm not mad. I feel betrayed and stupid and hurt, but I don't feel mad….I can't I feel mad at you…Why can't I feel mad at you?" Rex asked himself quietly.

"It hurts….It really really hurts, but…At the same time…I'm so glad you're not hurt. Just imagining you not waking up again is more painful than I can bear…..But why?"

"You lied to me….Over and over again…..You were paid to be with me….I should hate you…..I should be thinking that you deserve this…..Not worrying about you…..Not wanting to kiss you just as much as before….What have you done to me?"

Rex's voice seem to wilt and faultier the more he talked. Like every word was harder and harder to say.

"Why did I have to fall for you?" He questioned quietly.

Noah wanted to scream that he felt the same. That he couldn't stand at Rex's side and not fall for him. That he didn't do it for the money, that he did it because he had seen that Rex was lonely. If it hadn't been him it would have been someone else they would have paid to be Rex's friend. Someone who only cared about the money or a place in Providence.

But Noah wasn't like that.

He had looked at Rex and known that they could be friends. Real friends.

But now he'd ruined it all.

It took him a moment to realize that he didn't need to be able to move his face to cry.

The tears slipped down his face soundlessly until they were stopped by Rex's gloved hand and gently wiped away.

"Oh Noah." The Evo whispered back.

The tears still spilled, but Rex just continued to wipe them away gently.

"I'm sorry Noah. It's going to be okay."

The numbing started to fade a little bit at a time and Noah started to twitch a bit as the feeling returned.

Rex soothed his twitching hands and even smiled a little when Noah was finally able to open his eyes again.

While he couldn't speak right away he was able to move his lips enough for Rex to make out what he was saying.

"I'm sorry." He mouthed over and over.

Rex's smile didn't waver as he brushed a blonde lock from his eyes.

"I know."

Noah slowly flexed his fingers and sat up with Rex's help.

When he could finally remain up right without help Rex pulled away.

Noah took a few sips from the glass of water at his bedside table and then looked at his crush.

"I'm sorry. I'm so sorry Rex. I didn't mean for it to go this far. I never meant to hurt you."

"But you did." Rex countered quietly.

Noah winced and tried to explain.

"I didn't know what I was applying for when I came. Even when Six interviewed me I was clueless. I was just hoping to work at Providence, make a little extra money for college. I didn't know what they'd ask me to do. I never could have guessed. Then I saw you and you looked so lonely, I couldn't turn the offer down. I wanted to know you and this is the only way I could."

Tears continued to run down his cheeks as he confessed his guilt.

"They were going to hire someone Rex, even if it wasn't me. I just thought it'd be fairer if that someone at least cared about more than the money….And believe it or not, I do. I care about you Rex. This may have started out just being a job, but it's more than that now, at least to me."

Noah hated how pathetic and weak he sounded, but he needed Rex to know the truth.

"Somewhere between getting hired, rescued and playing video games, you became my closest friend Rex. You became the person who mattered more to me than anyone. I never wanted to tell you that before you knew the truth behind how we became friends. But now that you do, I can honestly say from the bottom of my heart, I love you Rex. I've been falling for you since the day we met and not even Providence can change how I feel."

Noah closed his teary eyes and clutched the sheet covering him with all of his strength.

He knew he didn't deserve his friend's forgiveness or love, but Rex had to know the truth, he had to know that what he felt was real and not the product of Providence pay.

He braced himself for whatever punishment Rex deemed fit as he felt the Latino grasp his face and turn it towards him.

Instead of the blow he expected the callous hands of his love merely cupped his face and pulled him in for a tender teary kiss.

Noah returned it with everything he had and didn't hesitate to hold Rex as tightly as he could.

All of the guilt and shame he'd been carrying around since he'd first lied to Rex melted away as he kissed the taller teen.

All he could do now was take gasping breaths as Rex covered his face in swift tender kisses that made regaining his breath feel impossible.

With noticeable reluctance Rex pulled back enough to meet Noah's gaze, but not enough to let him go.

"Only you. I could only ever forgive you for something like this."

Noah opened his mouth to apologize once more, but was cut off by Rex's mouth on his again.

They kissed until their lips were bruised and swollen and neither boy cared about it at all.

"No more apologizes." Rex finally muttered when they part.

"If you're really sorry promise me you won't ever lie to me again."

Noah didn't hesitate for a moment.

"I promise."

Rex beamed at him for a second before crawling on top of Noah's lap and straddling him.

"Love you. Want you. So glad you're okay." He muttered between kisses.

Noah's only reply was a low whimper as Rex nipped at his neck and fisted his hands through his blonde hair.

"I almost lost you." Rex murmured against his skin, marking Noah for the world to see.

Noah pulled him up by his goggles and then dragged him forward into a passionate lip-lock.

"Never again. I'm yours. Always utterly yours."

The verification of his ownership of the blonde made Rex's blood boil and his hands were up Noah's hospital gown before he was even conscious of the movement.

Noah moaned as Rex caressed his inner thigh and couldn't stop himself from throwing his head back in pleasure.

Rex took it as an open invitation to nibble on his neck more and didn't hesitate to latch onto the skin there and leave his mark on his soon to be lover.

Noah threaded his fingers through the Latino's raven locks and pulled him closer instead of away.

"Rex, please." He begged heatedly.

The Evo on his lap laughed lightly and trailed his kisses back up to Noah's lips.

"Please what Noah?"

The blonde's eyes were glazed with lust and he barely had the breath to answer Rex's question.

"Please fuck me." He pleaded.

Rex had been dreaming for weeks about Noah asking him something like that, but the real thing was so much better.

Before Noah could ever open his mouth to ask again Rex was untying his friend's hospital gown and striping out of his own jacket.

By the time Noah had gotten out of his gown and was just in his boxers Rex was already topless and undoing his belt.

Before he could completely undo it Noah swatted his hands away and undid it for him.

To Rex there was just something unbearably hot about watching his best friend turned boyfriend slide his belt off and fiddle with his zipper.

That heat only got more intense when Noah looked up at him with hooded eyes that traced the bulge in his jeans with unconcealed want.

Rex shimmied out of his jeans all the quicker in return and didn't hesitate to slip his fingers into the edges of the blonde's boxers.

Noah made a squeaking sound as they were stripped from him, but didn't falter beneath Rex's appraising gaze like the taller teen had expected.

Instead Noah looked up at him heatedly and whispered softly.

"I promised not to lie, so believe me when I say I have never wanted anyone the way that I want you right now."

Rex's only response was to rush forward and kiss the breath from his lungs as he pulled off the last piece of cloth between them.

Noah moaned appreciatively into the kiss and wrapped his arms around Rex's neck to pull him in closer.

Rex used one hand to prop himself up over his blonde and used the other to trail down Noah's spine till he reached what he was looking for.

Noah's breath hitched as he felt Rex's fingers graze his entrance and couldn't help but moan at the thought of what was about to happen.

It was like something out of his wet dreams.

Rex pulled back from their kiss and started trailing more of them down Noah's chest.

The blonde grasped the sheets beneath him with white knuckles as the kisses got lower and lower until…..

"Rex!" Noah screamed to the heavens as the raven haired teen finally reached the place he wanted him to.

Rex gave a quick suck in reward for Noah's vocal appreciation and continued prepping his soon to be lover for some real fun.

He loved hearing his friend scream his name and he wanted so badly to keep him screaming it.

Noah gasped desperately for air as he felt Rex touching him in places he'd never been touched before.

"Rex, please!" Noah moaned as he felt another finger inside him.

It felt strange to be stretched so, but there was a pleasurable edge to the pain that he hadn't expected.

As numb as Noah had been before was as hyper sensitive as he was now as Rex touched him in all the right places.

Once the taller teen was sure that Noah was as prepped as he was going to be he pulled back until he was lying parallel to the blonde beneath him.

"You ready Noah?" Rex breathed into his ear.

The blonde took a moment to gather his breath before nodding his consent.

"Please Rex. I need you."

The Evo responded with a passionate kiss that stole what little breath he'd managed to regain away.

Once they'd parted Rex lined himself up with Noah's entrance and pressed inside him gently.

Noah gasped at the sensation and gripped Rex's shoulders tightly as the Evo pushed in deeper.

Once Rex had settled in all the way he paused to let Noah catch his breath.

Noah panted against Rex's neck and wrapped his arms tightly around him.

"You okay?" Rex asked breathlessly.

Noah took one last deep breath before pulling back enough to meet his lover's gaze.

"I'm perfect." He whispered softly between them.

Rex smiled adoringly back at him and rolled them over slowly till Noah was the one on top.

"You really are." He whispered back wholeheartedly as he stared up at the boy he loved.

Noah flushed brightly at the praise and would have returned it of Rex hadn't shifted slightly to the right.

The motion sent waves of pleasure coursing up his spine and down to the tips of his toes.

"Rex!" He screamed to the heavens.

The teen beneath him gave his own moan in reply and gripped Noah's hips tightly.

"God Noah." He hissed.

The blonde looked down at him lustfully and rolled his hips forward without warning, making Rex howl beneath him.

Noah laughed at the absurdity of it all.

Only hours ago he'd thought he'd died.

Even worse he'd thought he'd lost his best friend.

Now he was doing the most intimate thing you could do with a person and it felt perfect.

The Latino beneath him laughed with him, caught in the high of the moment.

The laughter did wonderful things where they were connected and Noah couldn't stop himself from lifting his hips up and sinking back down onto Rex in an unsteady rhythm.

It felt so good, and judging from the sounds Rex was making it felt just as good for him too.

Slowly Noah picked up the pace between them until they were both gasping.

Rex's hands were on his hips helping him to keep balance and Noah loved being held so tightly.

He hoped it would bruise. That he'd be able to see Rex's marks on him long after he was out of his presence.

The very thought of it made him feel hotter and as Rex's thrusts rose up to meet him he knew his lover was close too.

"Please Rex." He begged.

It was all he could do to hold on as Rex picked up the pace and started hitting the place within him that made him see stars.

He was so close and Rex looked so beautiful beneath him.

Sensing his gaze, Rex opened his eyes and smiled up at him before pulling the blonde down close enough to whisper in his ear.

"Love you Noah."

That was all it took for Noah to snap. He came with a spasm across Rex's torso and a moment later he felt the delicious sensation of Rex doing the same inside him.

Everything was dizzyingly wonderfully warm as Rex pulled out of him and laid him at his side.

Before Noah could even think about getting cold Rex's arm was around him and his hand was gently brushing his hair from his eyes.

They were both still panting and drenched in sweat, but it was a deliciously good kind of exhaustion.

The moment Noah caught his breath he snuggled closer to Rex and whispered into his ear.

"I love you too."

Rex's smile was blinding in reply as he placed lazy kisses all over his lover's face.

Noah laughed lightly in return and allowed himself to bask in the affection of the boy he loved.

Before long both boys were drifting off to dream land and the last thing that Noah thought before sleep claimed him was that he was so glad to be alive.

We mustn't let the Noex die! Keep posting people! The smuttier the better!

Yours truly,

Jessica499499