Disclaimer: I don't own G.I. Joe or its characters. No money made.

Notes: I wasn't expecting to like G.I Joe: the Rise of Cobra, and now I regret not seeing it in the theater. I do, however, have a long standing attraction to Cobra Commander (mainly in part due to Chris Latta who voiced him in the original '80s cartoon, and revived again with Joseph Gordon-Levitt's portrayal in the film). Whether he's alien--which never made any sense--or deformed, he's still male, and there need to be more fics about him. Based on the 2009 movie, this is drabble in the sense I don't plan on continuing it . . .

Enjoy!

Fleshly

"Commander—"

His gloved fingers barely paused on the touch screen in front of him. He thought the slight hesitation would be indication enough that he was listening, but to his annoyance nothing more was forthcoming. She'd only been here a week, after all, and didn't yet know his ways . . .

"What?" he finally prompted, fingers unmoving but kept in place.

"Do you find me desirable?"

Women! Of all the unexpected questions to come from her mouth! He was a man, of course he found her desirable, and irritating, and . . . something else, something that he wished to quantify but could not, something that threw water on the flare of anger—

"I can take any woman I want," he replied sharply.

"But has any woman taken you?"

He grimaced under his mask and closed his eyes, unaware she could see that small movement reflected on the monitor in front of him. She was so bold! He was under no obligation to answer her—

—and yet he found himself picking through memories. What could he say? That before he became as he stood before her he'd had partners, few as they were? That since he'd become as he stood before her he'd wanted to, attempted to, had forced women to be bound and blindfolded so they wouldn't scream at his hideousness and make it worse, before coming to the realization that the contrived situations and their whimpers of fear made him impotent?

How could he possibly tell her he was Cobra Commander, one of the most feared and powerful men in the world, and he'd abstained because he was incapable of rape?

"Commander," she repeated, and stepped closer behind him, closer into his personal space than he'd been afforded in a long time, and placed a hand on his shoulder.

She dared touch him! Her audacity was astounding! The Commander opened his eyes and found himself staring into hers via the monitor.

He wanted to throw her off him, to twist and slap her hand away, to snap something suitably harsh and force her back. He was Cobra Commander, and no one had the right to touch him!

Instead he found himself licking his ruined lips under his mask. The warmth of her hand filtered unexpectedly through the neoprene of his suit, and he closed his eyes again.

Very slowly, very deliberately, she turned him on his heel. He complied.

As he turned, her fingers left his shoulder to slide down his arm. She watched her progress, he watched her face. At his wrist, she brought her eyes back up to his.

"May I?" she asked, just barely slipping a fingertip under the edge of his glove.

He was Cobra Commander! He was Cobra Commander!

He was too weak to disagree.

Carefully she removed his glove. Free, his fingers were cold; her hands around his were warm. He could only feel pressure on the back of his hand, but as she turned it palm side up and pulled her fingers across it he fairly jumped with ticklish sensation. The surgeons could not restore his fingerprints but they worked hard to give him nerve endings in his fingertips and palms approximating what was normal to a real man—

Embarrassingly, he did jump when she brought his hand up and kissed his first two fingers.

He was Cobra Commander! He should stop this outrage—he was in control, he didn't need her pity—

But he didn't see pity in her eyes as she raised hers to his face again. He saw dilated pupils, and a faint blush high on her cheekbones, and he wouldn't be much of a scientist if he didn't know the basic signs of arousal—

As her tongue separated the two digits, he heard a thin whine and realized it came from him. The sound was reedy and feeble. The flow of oxygen from his ventilator was constant but suddenly it didn't seem to be quite enough.

He needed to stop her . . . this was his less damaged hand. His less damaged side. She hadn't hesitated, wasn't hesitating as she continued her kisses, but once she saw how he truly looked, how ruined his body truly was—

By this time she had stepped closer again, still holding his hand but almost, almost pressed against his chest. He watched her study his mask.

"Will you . . ."

She stopped her own question and he watched her bite her lower lip. She was so brash before; he found it hard to believe she would be timid now—

She sucked the bitten portion of her lip into her mouth, nursing it. His fingers spasmed involuntarily, squeezing her hand quickly. He would never make her believe it was an uncontrolled movement—

"Will you let me kiss you?" she asked promptly.

Once again, he was not expecting such a question. And the involuntary spasm in his fingers must have been a precursor to this: untwining his hand from hers, reaching for the clasps, feeling them by habit, and depressing them to release the mask from his face. It was only as the fresh air chilled his forehead did he realize he hadn't consciously agreed to her request.

Now before her with only his customized ventilator between them, he again watched her examine his bare head. Her eyes lingered on the thin metal to each side, bolted to his skull. As her scrutiny grew, his eyes hardened. If she dared flinch, if she dared give the most remote indication of horror, he would demonstrate his capacity for explosive violence and make her pay for exposing him to be vulnerable, for exploiting his weakness in being a man—

But she didn't recoil or balk, she merely continued examining his scars. From the corners of his eyes he saw her hands come up passed his cheeks. In another moment he felt pressure on the sides of his head, above his damaged ears. A faint scratching filled his head as she worked her fingernails under the attachments that held his ventilator in place.

Seconds later, the equipment loosed off the bridge of his nose and pulled the skin near his mouth as its suction was broken.

She stood frozen, hands still holding it near his face, until it became obvious he wasn't going to move either. Then instead of letting it drop, she released the right side so it hung unevenly from her other hand. As it fell away from him, he took as big a breath as he was able.

Dull pressure began building in his lungs but before much time was lost, she moved against him and pressed her mouth on his. It was awkward, due to the half attached ventilator, but she tilted her head until it was almost comfortable and almost normal. He felt her tongue skim lightly over his lips and he opened them. Her tongue dipped just inside and touched his lower teeth.

His chronically dry mouth seemed to wick the wetness from hers. When her tongue met his, there was a slight stick between their movements. And as the pressure in his chest began to fill his head and he was forced to back away from her to jam the ventilator back into place, their lips were similarly glued for a second.

Hand over the hated but necessary ventilator, he remained immobile to allow it to work.

"You taste like ozone," she giggled. His eyes bore into hers again but she ignored the abrupt malice, taking his free hand once more and asking, "Are you okay?"

The sudden concern disarmed him. "I can't—" he rasped.

"I understand."

He wondered if that would be the end. He needed to think, needed to consider what was happening without being caught up in the moment. He began to tell her so, but she interrupted his dismissal by slipping her hand over his shoulder again and tugging him bodily downward toward her.

She kissed his right temple and told him close to his ear, "It's okay. It's not the only thing."

Her hand slid to the back of him and found the zipper closing his shirt. As nimble as her fingers were, she needed her other hand to free him from the close-fitting fabric. He allowed her to work, allowed her to undress him to the waist, including his other glove, then allowed her to examine his torso as she had his hand and head.

The patchwork of scars bore witness to the explosion of shrapnel and fire he'd been caught in; how he'd fallen curled into a fetal position as his clothes burned off him. Although his chest and abdomen had been almost spared of the initial injury, the surgeons needed skin to graft to the larger expanses of his body that sustained the most damage. The healed areas were pale and white, interspersed with pink and orange flesh.

"It's warm in here. I think I'll get rid of my shirt too . . . "

Her coyness didn't fool him. "Yes," he replied.

She took a step back to begin unfastening the first few buttons on her shirt. She glanced up and smiled at the expression on his face. "You'd like to help?"

He stepped up to her at the invitation, re-attaching his ventilator to its ports before briskly unhooking her remaining buttons. Quickly he pushed her blouse open, running his hands inside it to loosen it from her shoulders.

Before removing any other clothing he pulled the ventilator halfway from his face again and hurriedly kissed her. Her hands were cold on his back, holding him pressed to her. His mouth seemed less dry this time. Then, once again the strain of oxygen depletion began hammering through him. And once again she didn't seem offended when he yanked himself away to replace the machine.

She held his elbows and watched him refasten the black metal. He mentally dared her to say something again, but when she didn't, he growled,

"It's frustrating."

She nodded but said nothing more of it. Instead, she threw a glance around the room. "I've been here for a week. Is that your bedroom?"

She indicated the door to the right.

He gave a curt nod of his head. He wasn't surprised that she didn't wait for an invitation, but led him by the hand to the door. He was thankful that he had graduated back to a normal bed; he didn't believe his hyperbaric chamber would be especially conducive to this encounter.

Once inside his most restricted room, she didn't hesitate to strip of her pants and undergarments.

Laboring to keep his respirations under control, he told her to keep her heels on.

She laughed playfully and sank onto the bed, gesturing for him to come closer. As he stood in front of her, she swiftly relieved him of his own pants. He joined her on top of the blankets, but she didn't let him take control. He was permitted to touch her where he wanted, but not to position either of them—

"You're the Commander," she told him, "I'm doing all the work."

—and he let her.

She had him lay on his back, head on the pillows, as she worked her mouth over him. She kissed him everywhere on his front, from his chest to his thighs to slipping her tongue under the metal collar near his neck. He couldn't prevent his hands from touching her, squeezing her, and holding her in place when she finally paused at his groin.

Of course he was already erect. The surgeons had spent almost as much time here as they had on his hands, even gender reassignment specialists has been called in to repair the horrific damage he'd suffered in the blast. This most intimate area had come through the repairs like the rest of him: almost but not quite normal.

Against the ventilator's workings, he held his breath for a second. She didn't hesitate, and closed her mouth over him.

Had she continued with her mouth he wouldn't have had the fortitude to stop her. His breath was already a pant that threatened to become hyperventilation.

She didn't carry on with her mouth, however, just a few quick swallows before sitting back. She let him be for several seconds, until he was able to open his eyes again and focus on her. She waited until he reached for her again before straddling him.

His panting was already on the increase again as she took him in her hand and guided him into her.

Before she could move, he grabbed her upper arms and pulled her down on top of didn't fight it, even as the metal from the equipment at his neck dug uncomfortably into her forehead.

She squeaked something next to his ear, but it was muffled against the vinyl and he could not make it out.

This new position didn't give her leverage to move or rock. He made up for it with furious vigor. His ventilator did not increase its respirations, even as he needed it to, so against his will he had to pause and allow his lungs to fill before continuing his barely controlled thrusts into her.

As much as she wanted to, he held her so tightly she still couldn't move. Attempting to grind her hips against his was difficult; with his abnormal pauses the rhythm was off and disconcerting. Finally she forced herself to be still, only readjusting the position of her head to relieve it from the pressure of his collar. She kissed the collarbone under her.

Even without being allowed to move as she wanted, his eagerness was stimulating and she cried out with each thrust.

The Commander, caught up in his own sensations, was only vaguely aware of her cries. His concentration was taken with the euphoria building slowly in his body, countered by the excruciating ache in his chest and head from decreasing oxygen. He almost had the capacity to wonder if orgasm or asphyxiation would take him first.

Then suddenly, before he was prepared, bright white light exploded in front of his eyes and he made some noise—not a bellow as he would have expected, but a rattling exhalation with the last of the air available in his lungs.

He must have blacked out, because it was several moments after the light blinding him disappeared that he released her.

She swung her leg over him and settled near his her hair out of her face, she curled an arm under her head and watched him.

With her weight off of him it was easier to pull in breaths. He gaped like a fish under his ventilator, trying desperately to regain equilibrium. He felt disconnected, almost floating, and very weak.

Unexpectedly he spasmed, startling her. The ventilator continued its mechanical workings, still mindless of his need for more.

"Commander? Are you okay?" she asked quickly.

He managed to meet her gaze, although it was through tunnel vision. She sounded very far away. Somehow, he nodded.

Another tremor bucked through him. She took one hand and squeezed it tightly. She propped herself up on her elbow and stoked the top of his head with the other. He had no strength to stop her from doing anything.

Very slowly, over several agonizing minutes, he was able to bring his respirations back to almost normal. He still felt frail and slightly faint.

They lay together silently. She continued rubbing his head.

Eventually she was the first to speak. "Thank you."

She, thanking him? For being repulsive and desperate? He still didn't know if he'd passed out from orgasm or lack of oxygen—

When he made no indication to reply, she made a move to leave the bed.

"You can stay here," he blurted. He meant it to sound authoritative but cringed internally that it came out pathetic.

With no hesitation she repeated the thanks. He took her hand again and pulled her back down next to him, and she relaxed against his disfigured body again.

fin.