A coyly-toned question wafted through the air of Spencer Wright's bedroom. "Soooo, hey, Billy..?"

The brunette teen was shirtless and sporting an innocent smile as he held his arms folded behind his back.

Lounging on his side in Spencer's bed, head propped up in one hand, Billy Joe Cobra, ex-pop-rock-star and very real ghost, not to mention ethereal boyfriend of Spencer, quirked his brow as the younger man paused in dressing himself down. "What's up, bro staff?" he puzzled. Was something wrong?

"Well," Spencer began, not really sure how to approach the subject, so deciding to just go for it, albeit treading lightly, "You know how you can shapeshift, and like...you're always up for trying your powers out in new ways in bed..?"

Blinking, Billy's face then relaxed knowingly. "Oh, I get it...is it something weird? You want tentacle hands? A tail? You want more than one of me? You want to bump it up to three Cobras~..?"

As he spoke, he lifted himself to hover and morphed his forearms into wriggly tentacles, turned them back and pulled a happily wagging shaggy dog tail out of the seat of his pants, pulled that off to vanish, and then flipped himself over in the air, stretching to put his face nearer to Spencer and giving him a smarmy upside down grin while bouncing his eyebrows.

Chuckling awkwardly, Spencer could feel a light blush spreading over his cheeks at the suggestions and he hunched his shoulders slightly. Billy was definitely not one to feel kink shame. So surely he wouldn't mind something as simple as what Spencer was thinking. Right?

"Actually..." he pressed onward, "I've been thinking, with everything we've done, it seems like something super obvious has slipped past, and I was just wondering...you can shapeshift everything, right..?"

Billy flipped back over, letting his arms dangle towards the floor as he floated. "Yeah..?" he granted, a bit unsure about this lead-up.

"So..." Spencer prodded, sure it must have been obvious where he was headed, "That must include your piece...right?" He pulled one hand out and pointed at the front of Billy's pants.

At once Billy's eyes inflated as his spine went stick straight. Then with a dramatic wounded gasp, he hunched into an exaggerated pose and slapped both hands over his crotch in uncharacteristic modesty.

"Spencer Wright! How could you!" he declared in offense, "Are you saying you're unsatisfied with The Billy Joe Cobra's piece?!" Unthinkable!

Spencer grimaced. Drat. This was the kind of reaction he'd been concerned about. Hurriedly he put both palms out in meek defense and waved them in assurance. "No..! Billy, it's not like that! Come on..."

"Then what, Spencer?" Billy continued to voice dramatically, "This piece has been good to me! It never gave me a stage boner. It has gotten me through countless - countless! - encounters-"

Here Spencer grunted lightly as his face fell flat, not needing to hear about Billy's past conquests.

"-throughout the entirety of my tragically short but fabulicous life. Complaint-free, I might add!" A sharp pout was shot Spencer's way.

"It's not a complaint!" Spencer argued, spreading his arms in exasperation and rolling his eyes. "I'm just saying, since you're already so willy-nilly about morphing every other part of your body, it might be fun to try morphing your, y'know, willy." His eyes flicked for Billy's protected crotch again. "Try something new, just to mix it up."

"Auh!" Another wounded gasp. "Mix it up? Now you're saying it's boring?"

A palm slapped Spencer's face, accompanied by another groan. "Nooo..!"

Turning his pelvis away from the brunette, Billy pressed his face closer and challenged, "A man takes pride in his piece, Spencer! How would you like it if I asked you to just change your junk 'willy-nilly'? Huh?"

Unimpressed, Spencer put his hands on his hips. "Honestly? I'd be all for it. If I had your powers, you bet I'd mess around with what I could do with that. Maybe it'd be a problem if you asked all the time, but just to experiment? It's no big deal..!" His arms went out in another gesture of showing Billy this outburst was an overreaction.

Now Billy's face furrowed into a disbelieving scoff. Swooping forward, he let one hand come away from sheltering his fly to hook one finger into Spencer's waistline and peek one skeptical eye down it.

"Hey! What-?"

"Just making sure you're still a man."

Now Spencer's arms pressed to his sides and his hands balled into fists as it was his turn to be offended. Smacking the translucent blue man away, he insisted, "Wanting to switch things up doesn't make me less of a man! I'm not even asking you to not be a man! And it's not like it'd change forever! I don't know why this one thing is so much different than literally any other kind of shapeshifting, but if you ask me, you're the one being a big whiny baby about it!"

Tears formed in Billy's eyes as he was smacked and scolded, a deep frown on his face. "Fine!" he burst, "Maybe I am! In that case, I'm going to go cry with Cobra Junior, since clearly he cares more about my feelings than you!"

After one very dramatic pose and a showy clenching of his own shaky fists, Billy once more clasped his hands over his crotch and swooped to zoom out of the room, phasing through Spencer's door and into parts unknown.

"Billy, wait!" Sighing to realize all-too-instantly that he'd gotten too irate and gone too far, Spencer chased to the elevator that led to his lavish penthouse bedroom. This was such a stupid thing to have a fight over. He needed to fix it.

However, as the elevator landed on the floor below it and he darted out of it to try and locate wherever Billy had fled to - ghosts moved fast when walls were no obstacle, and the super speed didn't help - he instead managed to nearly trip over his prodigy kid sister.

"Spencer! Ew! Put a shirt on!" she recoiled upon seeing him, "Why are you running around without one anyway?" A gasp. "You'd better not be pulling some kind of streaking prank - I will so tell on you!"

Looking down at himself and hastily covering himself with his arms, Spencer insisted, "No! Sorry, Jessica. I just...forgot my shirt. Because...I was so hungry. Or I needed to use the bathroom so bad. Or both! Ah, listen to me, it's so bad I'm delirious..! I'd better get on...whatever I just said."

Flubbing his way through one of his most graceless excuses ever, he then trotted in a strange circle, torn between chasing after Billy and retrieving his shirt first, but then deciding there was no time and simply sprinting off down the hall. Who cared if he didn't have a shirt? It was slightly unusual for him, but Jessica was just being a brat. As ever.

Case in point, Jessica scoffed and found the nearest railing to lean over and yell, "Moooom! Daaaad! Spencer's being weeeiiiird! And half-streakiiiing!"

Luckily, as Spencer dashed to check every room of the Cobra mansion his family inhabited, when he came across his folks they were both ditzy enough to buy that his blood sugar was low and sent him on his way with a hearty junk food snack. Unluckily, Billy was not among those he encountered. He might not even be in the house, and there was no way he'd be found in the great outdoors. Spencer had to admit defeat and return to his room, flopping with a sigh onto his back and regretting how tense things had gotten. All he could do now was wait for Billy to return, as he always inevitably did after a tantrum, and think about what he would say when it happened. Also eat his chocolate-covered corn chips.

He should have known Billy would get defensive. Billy was emotional and insecure about anything related to his image or any type of performance, including in the bedroom. So as much as he liked fooling around with his form, his ego fed by performing well with all of the pleasing things he could do with his powers, when it came to the main component of giving pleasure, he wanted that to be all him. The real him. And asking to change that was a slight against his entire being. A bit overboard on the reaction still, but Spencer understood where he was coming from. Billy was just a dramatic, sensitive kind of guy.

In another turn of luck, it was only about twenty minutes before Billy floated through the wall from outside, sagging and sniffling with one finger swirling in a jumbo jar of smooth peanut butter. A massive glob of the stuff was lifted and deposited directly into Billy's mouth with a soft 'pop' as he sucked his finger clean.

Sitting up with a slight smile of relief at the ghost phasing into his room, Spencer let it soften as he put the pieces together. Ah, Billy had gone to locate his favorite comfort food to indulge in. At least he - presumably - hadn't done anything too crazy.

"Billy, hey..!"

Startling out of a sad kind of daze, Billy turned a wide-eyed frown Spencer's way and made half a move to warp through the opposite wall before Spencer leaned forward to snag the hem of his pant leg. "Wait..! Billy, I want to apologize..!"

That certainly caught the floating man's attention. Facing Spencer properly, he returned, "You do..? I mean, me too...kinda. But only if you do!"

With a fond sort of tut, Spencer pulled Billy down out of the air and sat him on the bed next to him. Billy butterflied his legs and held his peanut butter protectively as he scooped another glob.

"I do," Spencer confirmed with a nod, "I get it. You want to be able to deliver the most important stuff - like love and junk - as yourself. You're proud of how you do that. I'm sorry if I insulted you. And even without that stuff, it was still something you were uncomfortable with. That should have been reason enough, and I shouldn't have called you a whiny baby for not wanting to do something. I'm sorry for that too."

Posture relaxing at what he heard, but still a bit bashful to have the heavy emotions brought out, Billy let his eyes slip to the side. "Yeah...well...sometimes I forget you haven't exactly...been around the block as much as I have, too. No shade, just...you know. I get where you're coming from too, Master Bro-da. You're fresh, you're experimental, you're not even halfway to being bored with what I can offer...and I mean, pshh. Who could ever be bored with Billy in the house, am I right?" To save himself from getting too mushy in a serious way, he threw two thumbs his own way along with the smooth self-appreciating comment.

Spencer had to snort and give a laugh at that. "Not a chance," he agreed with a shake of his head.

Meekly, Billy slumped again and looked away as he rubbed the back of his neck. "So yeah. I'm also...sorry."

His lips shifted and his gaze flicked for Spencer's face, checking how well this make-up was going. He hated when the mood got all heavy..!

Spencer's head tipped fondly. "Apology accepted. And, if you accept mine, I'd like to show you how much I appreciate you just the way you are." Gingerly, he reached for Billy's belly and pushed to lean him back.

"Huh? Oh, uh, totally," Billy blinked, forgetting entirely about being upset and distracted by Spencer leaning closer. Without thinking, he moved his peanut butter out of the way to wait for him as he followed Spencer's motion, falling back to hover in recline a few inches above the sheets. He watched the brunette reach for his zipper and pull his soft member from inside. Then without hesitation, the younger man pressed his mouth into the side of it, cushioning with his tongue and sliding up the ethereal shaft as he fondled it in his palm.

Billy blushed. Spencer wasn't usually this...forward. At least not with this sort of tenderness. The ghostly man felt a warm flutter in his chest as he ogled the sight of his living boyfriend softly suckling his manhood with such care and love, clearly enraptured by the act he performed.

"Spence...you don't have to..." Going this far to make it up to him. Spencer really did care.

Glancing up with a smile, the younger man reasoned, "Hey, the best way to solve the issue? I'll just be on top tonight. No bells and whistles. You just enjoy yourself." A pause. "Unless of course...you just aren't up to it?" If Billy wanted to forget trying to have sex, that was fine too, but one way or another Spencer wanted to prove that he didn't need any morphing powers to love and enjoy his boyfriend.

Not used to being this impacted by a partner's actions, Billy's face heated further. Spencer's tone was just so...meaningful. And the pop rock star was so used to outlandish acts and crazy kinks that regular old vanilla sex...that sounded almost wild. That someone wanted him completely raw, not for his fame, not for his notoriety in bed, just to...love him. Billy had never had a serious love. But then, he'd really been forced to get to know Spencer on a personal level when he was one of a very select few that even knew he existed in ghost form. Spencer was special. He made Billy want to be okay with serious.

With a cocky tut, he returned, "Not up for it? Bro. The Cobra always rises to the occasion."

With a snap of his fingers, he made his clothes disappear. Then he reached to run his fingers through Spencer's hair and around his face, lifting his chin and pausing to share a lingering look of cherish. "C'mere..."

Softly he invited Spencer forward with a pull of his caressing hand, to which Spencer was only happy to oblige, crawling over the hovering body and meeting Billy's lips as the ghost kissed him. "Mh~..." The living party hummed into the gesture, relaxing his body flush against Billy's levitating one. He felt Billy's other arm slip around his waist and hold him close as they kissed there, floating on air and sweetly kneading their lips together.

They simply did this for a bit, indulging in one anothers' flavors, letting their minds swim in their shared presence, until Spencer moved to nudge his head to the side slightly and kiss at Billy's cheek instead. Then his neck and down onto his chest. As he lowered, he slipped off of his floating cushion and his knees hit his mattress, but still he lapped away at Billy's svelte frame, teasing his nipples with swirls of his tongue as his lips pinched them, and kissing trials over every rib.

Billy arched under this assault, feeling his breath grow heavy and his torso erupt with bubbling light. He could feel himself threatening to float towards the ceiling with the uplifting sensations Spencer poured into him, but the living boy kept him wrapped in his hold and only delivered more smothering attention to the body before him.

Spencer took pride in the pleasured groans leaving Billy every other second through his ministrations. They only encouraged him as he moved down, delighting in tickling the expanses of Billy's translucent abdominal flesh with his tongue and feeling the pop star wriggle hotly in his grasp.

On his way to return to his original goal, Spencer suckled along Billy's well-defined hip bones, just admiring every last contour of his boyfriend's body before finally meeting his manhood once again. Billy had hardened slightly under all of the tender affection he'd received already, Spencer smiled to see. Eager to give it more to be happy about, he angled it with a hand at the base and kissed his way briefly up the side before simply taking the thing as far as he could into his mouth. If he could have tolerated it, he would have let Billy pass through his throat, but alas, doing so still felt like a nasty cough snagged in in his windpipe, and a chilly one to boot. Billy's temperature wasn't unpleasant, but it did give a throat a few hitches when a ghost's manhood was phasing through it.

This was plenty, however, if Billy's grinning moan was anything to go by as he draped an elbow over his eyes. He couldn't keep it there, though, and lifted it to his forehead, having to watch Spencer work his magic. Not really knowing what to do with his hands at the moment, he just let the freely-dangling one rise up and rake a fraction of the love he was getting through Spencer's hair in return. He felt Spencer beam around his member and yet another flurry of bubbles rose through his chest. Spencer was amazing.

The brunette worked away at his new task as attentively as he had the rest of his journey. His tongue liberally slathered Billy's shaft and cradled the tip of it, dipping to massage the lightly drizzling hole at its forefront. That in particular got Billy's shoulders to hunch and his neck to roll as he let out a very long, desirous hum. Coming to some sense about what he could be doing as well, he told, "Hey Spence, gimme your hand."

This Spencer did gladly, and without waiting to explain it, Billy just brought it to his lips and took the first two of the other's fingers inside. He heard Spencer sigh as his own tongue moved to caress the digits with care, and he could have sworn he witnessed a hint of extra heat cross Spencer's bowed cheeks. He must have gotten his own wave of tingles there.

It didn't take long to coat those fingers, either, Billy returning them and trusting the other to use them well. And indeed, Spencer did not waste time sending his newly wetted hand around behind Billy to find and tease his entrance. Hovering truly came in handy when it came to this task. Spencer found it all-too easy to nuzzle his first digit home and massage the waiting ring as his mouth bobbed around Billy's shaft.

Billy squirmed harder at this added sensation, now anticipating the act to come in a surge of desire. "Don't bother being too fancy, Spence," he noted through his slow, labored pants, "You know I can take it."

Freeing his mouth from contact with Billy, Spencer assured, "I know. I'm just not taking it for granted~." Enjoying the way that sentiment seemed to nestle in Billy's gut and make him blush a deeper blue, Spencer then just put his lips back where they belonged. But he also appreciated Billy's impatience and listened, not wasting more time than necessary sending that finger sinking deep inside the other's hole.

"Hauhh..!" Billy gushed properly at that, fanning his legs more. "Keep going, do 'em both at once..!"

Finding Billy's eagerness quite appealing, Spencer felt a stir in his gut at such a request, but gladly moved things along, nuzzling the second finger up beside the first and letting it join in pushing into that practiced muscular tunnel. Below, his palm kneaded with purpose against he front of the jeans he still wore.

"Ahhhh~..!" Billy called out with elation, twisting in the air. He might have been cold to the touch by nature, but he could swear he was boiling inside. Spencer's fingers tunneled and spread, answering his request wonderfully and not beating around the bush. Somehow they still managed to convey their message of tender loving care as they moved, too, gingerly crooking and dragging and sending buzz after buzz up Billy's spine to his brain. He swore he was drooling a little.

In no time, it seemed like things were ready for the next step. Taking his lips from Billy's erection with one final kiss to the tip, Spencer put his hands on the other's hips and indicated, "Alright, Billy. I need you on the sheets now."

A brief flash of goosebumps passed over Billy at the calm lust in Spencer's voice, and he took the cue gladly, lowering himself from the air and onto the mattress. There Spencer crawled over him, beaming down at him with a face glowing in pure adoration as he reached to push down his now-open jeans and work himself up properly. Transfixed by the brunette over him, Billy was sure he was drooling. His legs splayed in wanton readiness.

Then, with one last wetting pass of his palm over his manhood, Spencer lined himself up and pressed forward with his hips.

Spencer filled him completely, inching in until their skin was flush, waking every nerve inside that snug tunnel. Then, making sure he had the proper give, Spencer began thrusting. It was steady, not too fast, but full of purpose. He beamed down at the translucent man under him, supporting himself with one hand and gently reaching with the other to lace his fingers with Billy's up by his shoulder.

Billy saw stars.

Everything about this felt...different. This was so much more than screwing around or having sex. This, he knew, was making love. He let his eyes wander over Spencer's body as the younger man moved, admiring, watching the dangling necklace fashioned out of one of Billy's old guitar picks, the one that let Spencer see and hear him, swaying with the rock of their bodies. Watching Spencer's muscles work as they pushed Spencer's love into him. Watching his own fingers clasp between Spencer's in gratitude. Watching Spencer's eyes.

Those eyes really spelled it out. Heavy-lidded, sparkling, shimmering, shining with the fact that Billy meant everything to Spencer. He'd never hurt him on purpose. He'd never want to lose him. He really could never be bored with Billy around.

God, Spencer was handsome. How had Billy ever so rashly assumed he'd been making frivolous demands? When it came to their relationship, Spencer was easily the more mature party. He had no right to be so mature.

Just to stop himself from ogling like a lovesick fool, Billy reached his free hand around the back of Spencer's neck and tugged him in for a fresh kiss, letting his eyes slip shut in the process. He hardly cared about tasting himself. If anything, it heightened the experience.

Spencer let his own eyes slide closed, sending a long sigh to meet the rhythmic moans Billy could not keep silent. Nor was he trying. Spencer was the only one who could hear him anyway.

Billy drifted there in the rocking of his and Spencer's bodies, on what felt like oceanic waves of passion. He gladly lost himself in Spencer, feeling every nerve brought to life with the sparks shooting repeatedly up through him. Every forward thrust was a new wash of desire. All of it built to coil in Billy's gut, firming and causing him to rock his own body, hungrily undulating and attempting to return the feelings Spencer was giving him.

It was appreciated. With their bodies working in sync, it was like every plunge Spencer made went deeper, giving him further access and allowing him to give himself entirely to his partner. Each time he pressed forward, he did so firmly, asserting how much Billy was cared for. And, with one more squeeze to Billy's hand to signal he needed to let it go, he then moved that hand to grip Billy's shaft, giving him complete aid as he set to give them a shared climax.

Now Billy's noises were practically constant, moaned from his mouth into Spencer's. He had to let his weighted lids open just a little, only to find Spencer had done the same. Both their faces deep in hue, they watched each other's arousal grow, egging one another on with vocal vibrations and the joint motions of their sex.

All of it built, swelling between them until at last it felt like time froze, and Billy felt himself ejaculate. He arched beautifully and his body trembled, spurting his seed in one jet, followed by a small series of greedy milking sputters longing to express their lust.

Timing it well, Spencer wasn't far behind. He felt Billy's entrance tighten around his length and his shoulders hunched. He felt his own seed leaking into Billy, an oddly refreshing sensation thanks to the swirling warm and cool temperatures. And, if he looked down, he could even vaguely see himself pouring out all of his contents through Billy's translucent form. Both parties took a moment admiring this most solidifying of dirty final signals before looking back at one another, breathing heavily.

After a moment it became easier to suck in air, and the relax of the afterglow began to settle in. Taking this opportunity, Spencer pointed out, "In case it wasn't obvious, I love you, dill weed."

"Pffffff..!" Billy had to stifle a hard snort there. "Really? I couldn't tell." Moving to wrap both arms snugly around the other, he pulled Spencer down with him as he flopped back onto the bed. "Well, I love you too, jerkface."

A brief beat before they shared a quiet, good-natured laugh.

As one of Spencer's hands came up to stroke back and forth through Billy's hair now, a shaggy dog tail appeared out from under the ghostly party and began wagging happily.

Blinking at this, Spencer then passed a teasing smirk Billy's way. "I see you're back to morphing all willy-nilly."

"Yup~," Billy confirmed readily. After a short stretch of simply relaxing and sharing a moment of petting, the pop rock star then said out of the blue, "Ehhhhh. Maybe for your birthday."

Looking up at the other, Spencer just went, "Huh..?"

"My junk. I know you aren't disrespecting my piece, so like...maybe I'll give you a few different rides. On like...your birthday. Or special occasions. Y'know, like you were saying. Every now and again isn't such a big deal."

Spencer blinked into space now, hardly believing Billy was turning around so hard on that topic. But...hey! He wasn't complaining. He felt a small flurry of sappiness rise inside him and he smiled, hiding it by nuzzling into Billy's chest. "Only if you're not feeling too insecure 'every now and again'."

"Heeey..! I'm trying to be selfless here..!"

"Haha. Wow, I guess there's a first time for everything, huh?"

"Well fine, I guess if you don't want to witness Cobra Junior's final form..."

Cracking up at that but trying to contain it, Spencer pressed, "No, you're right, I'm sorry...you're doing a very good job at selflessness."

"That's what I thought," Billy confirmed curtly, "Now pass me my peanut butter. And don't forget to scratch behind my left ear."

Rolling his eyes, but smiling fondly, Spencer reached to return Billy's peanut butter to him, amused by how much of a spastic puppy he really could be. And, as Billy enjoyed his snack, he drifted off for a nice nap on top of his boyfriend.