A/N: Once again, if you want the full-on hardcore version of this, you should go join the RDSS!

Rimmer's sheets smelled of starch and the musky-scented soap he used. Lister breathed it in and sighed as Rimmer's lips found a sensitive spot on his neck. This was new, this was different...

His encounters with Alex had always been heavy, intense; rushed even. He should have known it wouldn't be that way with Rimmer. Rimmer made love the way he did everything else; slowly and methodically. When Lister had reached down to start stroking him, he'd gently moved his hand away. "Not yet," he whispered embarrassed, "I won't last if you do that." Lister had kissed him instead. And now he was on his back in the bed, pinned down within the cage that was Rimmer's body, having bits of himself sucked and licked and kissed that hadn't had that kind of attention in far too may years. Rimmer was working his way downwards with an agonising slowness that was making the whole of the lower half of Lister's body tingle with anticipation.

Gently, he kissed his nipples, pressing them teasingly with his tongue. Lister murmured appreciatively and arched his back, reaching up to tangle his fingers in Rimmer's curls. He felt him move again, edging ever downwards to nuzzle at the dark hair low on his abdomen. He could feel the softness of his breath against him and it was making him delirious.

Rimmer could sense his excitement, but decided to prolong the moment a little longer before putting him out of his misery. Lister gave a heartfelt groan, "God, Rimmer, please..."

"Uh-uh-uh," Rimmer admonished softly, "You kept me waiting long enough. I want to make the most of this."

"I feel like I'm going to die, man...I can't take any more!" Lister begged weakly.

"Oh, I think you can take a little more," Rimmer smiled.

Lister wriggled against him desperately and finally Rimmer granted him a kiss. Their tongues danced lightly against each other. Deciding he'd suffered enough, he waited no longer. He bent down between his thighs and sucked him deeply into his mouth. Lister almost shot off right away, but he managed to hold back. He couldn't get over the fact that this was Rimmer doing this to him, driving him so crazy. It was incredible and surreal and totally, mind-blowingly, erotic. He felt Rimmer tighten his grip on his thighs, pushing them back and taking him deeper into his mouth, and he closed his eyes and gasped. He was going to come any second. He could feel all the little tell-tale signs springing into life all over his body.

And then there was something else. Another feeling he'd never felt before. It was new and...good...but in a disconcerting kind of way. For a moment he was confused and then his eyes flew open as it became clear to him. He gasped sharply, both his head and body shocked and unsure how to react. This was something he'd never explored with Alex. For them, sex had been all about what they could do to each other with their mouths and their hands. They'd never even discussed... this.

Perhaps it would have taken them that one step too far to still pretend they were just friends; or maybe they'd both just been too embarrassed to bring it up. Either way, in this respect, Lister was still a virgin, and a blushing one at that. Rimmer was still sucking him, he was still teetering on the brink of orgasm, but now there was this whole new sensation to deal with. There was pain, but it was vague and distant; unimportant somehow.

He went with the feeling, trusting his senses, trusting Rimmer, and moments later he was there; lost in an incredible kind of orgasm that he'd never experienced before.

When Rimmer crawled up to lie beside him, he saw the shimmering track of a single, tiny tear just at the corner of his eye. He smiled at him, "Think you can manage another round?" Lister reached out with one weak but tender hand to stroke him and this time he didn't stop him. They kissed, slower this time, but deeper. Lister gently pulled Rimmer's arms around him, then - giving him a meaningful look - rolled over within the circle of their warmth and pressed his back to him, wriggling in a very definite way against his lower body. Rimmer was vaguely surprised; but pleased too. He kissed his shoulder and the back of his neck, letting his hands wander, then rolled on top of him, pressing him face-down to the bed.

Lister turned his head so his cheek was resting against the pillow and parted his thighs without resistance as Rimmer mounted him and lay down against the length of his back, running his tongue along the indentation of his spine as he did so. He could feel him pressing eagerly between his cheeks, but he didn't seem ready to penetrate him yet. He was still exploring, thrilled by the feel of his naked body beneath him; the smoothness of his skin and the warm peachiness of his ass.

He'd fantasised this, dreamed this - both waking and sleeping – so many times. He would start off thinking about Lister, wondering what he and Alex were doing at that moment; whether they were kissing or fucking. Then slowly, as the fantasy progressed, he would take Alex's place. He would be the one in bed with Lister; bringing him to orgasm or gently holding his head, staring down into his beautiful brown eyes as he watched him suck his cock. He'd never dared hope that these fantasies would eventually come true.

Rimmer kissed him tenderly between the shoulder blades. He would take it slow. He would be gentle. He didn't want to hurt him; he wanted this to be the best sex Lister had ever had in his whole life.

He made a small noise in his throat as Rimmer entered him, but he didn't seem to be in pain, and after a few moments he sighed deeply in unmistakeable contentment. Rimmer smiled and started to thrust slowly; and it wasn't long before Lister was moving with him, and by the time Rimmer was ready to explode, he knew Lister was too. He let himself go, unleashed all that pent-up passion that he'd lived with for so long and when he heard Lister crying out desperately beneath him, felt the sharp contraction of his muscles, he soared.

They lay panting for a while before Rimmer climbed off him. "Was it good?" he whispered breathlessly. Lister laughed weakly, "It was amazing, Rimmer."

"Was I as good as Alex?"

Lister smiled. Even at a moment like this, Rimmer had to ask; had to compete. At least he could answer him with something good. "Well, actually," he said, "I never did that with Alex." Rimmer's expression was shocked and amazed,

"You didn't?"

"No."

"Never?"

"No. You're my very first."

"Oh my God," he started to panic, "Was it okay? Did I hurt you?"

"It was perfect, Rimmer. Really. Just perfect."

"Wow," Rimmer was speechless, "I can't believe it."

"Aren't I your first?" Lister asked.

"Well, yes but...that kind of went without saying. I thought you'd...I can't believe you let me..."

"It's okay, Rimmer. Don't freak out." Lister snuggled up against him, starting to feel sleepy, "Give me a hug. I'm exhausted."

Rimmer put his arms around him and held him tight, "I still can't believe it..." Lister yawned and smiled sleepily, ignoring him. He'd get over it and Lister was too tired to talk about it anymore.

It was true what they said, he thought as he fell asleep, that friends really did make the best lovers.