Notes: After Barry's first time with his best friend, Len, the two boys realize that there is too much unsaid between them to leave things the way they are. But will talking about it bring them together ... or push them apart?

Notes:

This is a re-write, but I think it works well here. :)

Len's fingers trail slowly up Barry's sides, slipping underneath his t-shirt to slide the fabric up his body. Barry does the same to Len's shirt, but with fingers that tremble as they go, unintentionally spreading goosebumps along Len's skin. When Barry's fingers reach the spot just below Len's armpits where his ribs curl towards his pecs, his elbows clamp down tight to his sides.

"Op! I forgot you're ticklish!" Barry says, juggling a giggle and a gasp as Len retaliates by lightly licking his neck. Barry squirms to get away, but Len puts a hand to his cheek and holds him in place.

"Yeah" - Len grins, sucking on the one spot he knows will make Barry squeal like a piglet - "but I didn't …"

"What was your first time like?"

Len inhales deeply, then sighs into the air above him. This isn't the conversation he was hoping they'd be having when they finished hugging and returned to Len's bed. He's not in the mood to talk about this, though he can see how the current atmosphere might have lead them in this direction. He'd wanted to talk about it when it happened, and definitely with Barry, but Barry made it clear that he wasn't comfortable with the subject, and Len let it drop. He figured he'd shoot the shit with one of his other friends another time. But when it came up one afternoon after wrestling practice, strangely enough, it seemed too personal. As much as Len couldn't care less about locker room talk when other guys did it, he didn't want to participate. It seemed tacky and immature. As it turned out, people didn't need to hear about his exploits from him. The gossip mill more than did the work for him, and he was fine with that, especially when that talk exaggerated details in his favor.

This isn't going to be locker room talk. It's a sore spot for the both of them.

At least they're talking here and not over the phone.

At least Barry stayed.

"I thought you didn't want to hear about it," Len says in a wry rendition of his best friend's voice.

"Yeah, well, I've come to the conclusion that that might have been a jerk move on my part." Barry rolls his head to the side to look at Len, eyes full of regret. "You're my best friend. That was a big step in your life, I assume. You should be able to talk to me about it."

Len tightens his grip on Barry's hand, partially for security, and partially so Barry doesn't let go when he hears the answer. They're about to enter touchy territory, even if it is ancient history as far as Len is concerned.

"It was okay, I guess." He shrugs, then turns his head to meet Barry's gaze. The two stare at one another in silent challenge - Len praying Barry will change the subject, Barry waiting patiently for more. Len blinks first. He sighs again. Here he is, stuck in another situation he sees no way out of. But if there was ever a time for him to bear his soul, now is that time. If he had told Barry originally how his reluctance to let Len confide in him had hurt him, they might not be in this position, good or bad. "Honestly, it was pretty awful."

"How?"

"I met her outside Saints and Sinners. She was a professional, and I had no clue what I was doing. I screwed up trying to open the lube and made a huge mess all over her skirt. We were in an alley, upright against a wall. I scratched my calf on a piece of metal and had to get a tetanus shot."

"Ouch."

"Yeah. It cut pretty deep. I have a nasty scar."

Barry knows that scar. He's seen it plenty during P.E. He thought for sure it was something his father gave him. He's relieved to discover it isn't, regardless of its source.

"So, not someone from our school? And not a guy?"

"Nah." Len looks sheepishly down at the comforter beneath them, eyes tracing a line of stitching close to his face. "She said she was twenty-one, but I don't think she was. She seemed younger … closer to our age. I kept thinking that, if my dad had his way, then Lisa might be standing there, hitting guys up, people he works with even …" Len swallows hard, squeezes Barry's hand tighter. "Anyway, she doesn't go to school with us. I've never seen her again."

Barry has to admit he's relieved. He had thought all of Len's sex partners were boys and girls from their school. Seeing their faces every day, how they watched Len in the hallway with wide, puppy-dog eyes, forever hoping he'd glance their way, stung. Barry didn't know how he would handle finding out which one of those constantly pleading students was Len's first.

Knowing that none of them were is a huge weight off Barry's shoulders, but it's in no way the better of two evils.

Casual sex is one thing, and yes, virginity is a stupid societal construct that shouldn't amount for anything, so technically your first sexual experience shouldn't hold any more weight than your last.

Call him a sentimental fool but, to Barry, in some ways it does.

In retrospect, the reason why Len never did look their way was usually because he and Barry were together, and Len was looking at him.

Len kisses Barry tenderly, urgently, possessively, passionately, each one translating want and longing and desire in ways words could never properly express. And between each kiss, he gazes into Barry's eyes, brow pulled in the center as if he can't believe that Barry is there. But he is there, and they're together, making love on Len's bed the way Len had dreamed of so many times. All he has to do is reach out and touch him - Barry's soft skin beneath Len's fingertips proof of his existence in this fantasy come to life. Now that he has Barry, there are no others. His past is just that – the past. And it's gone, erased completely every time Barry kisses him back, looks him in the eyes, and smiles – blissful, bashful.

"Were you safe?" Barry asks, digging deeper for his own peace of mind. Maybe Barry should be a bit more sensitive considering they're talking about the person Len lost his virginity to, but someone he met outside a bar? Barry can't imagine Len, of all people, being so careless.

Len may be daring, but he's not reckless.

Then again, there are days he comes to school with his eye black and blue, looking so done with life that Barry spends the whole day by his side, just to make sure he doesn't do something reckless.

"Of course, we were," Len admits with some embarrassment. He knew that Barry would scold him over this if he ever found out, but he was confident Barry never would. Besides, he'd shouldered that responsibility, berating himself plenty for losing his virginity to some rando on the street. But it had been a game to Len. His father was inside, settling up a score, and Len was trying his hand at acting tough out in the real world, where most people see his dad as the big bad and Len as his obedient lap dog. He didn't have anything to sell, he wasn't going to negotiate a heist. When it came down to it, propositioning a prostitute for sex was the only thing he could come up with at the time. He needed a way to raise his street cred. In a sick way, he thought it was something his dad might be proud of. "I swear. I made sure I took condoms with me when I went," Len defends himself quickly, but his voice peters off when he realizes how bad that sounds, how it cements the idea that he'd gone to Saints and Sinners on the lookout for a fuck when that wasn't actually the case "… you know … just in case ..."

Barry stops himself before he can huff or make some other judgmental noise. Barry started this. He's clearing the air. It's important to him. He doesn't want there to be secrets between them. But honestly, Len isn't required to answer him if he doesn't want to. Barry should be grateful that Len is willing to give him a second chance at being the friend he should have been years ago.

"So, it sounds like you were on a mission," Barry teases to break the tension.

"Yeah." Len chuckles tensely. "I guess … I guess it does."

"Mission accomplished?"

"No," Len says, and it's true. It was true then, and it's doubly true now. "If I could take it back and replace it with what we just did, I would in a heartbeat."

"Whoa … no-no-no … oh … whoops!"

Len over-enthusiastically rips open the condom wrapper, fumbles the lubricated disk, and sends it flying across the room. Both boys watch it, snickering as it disappears in a corner behind Len's desk. Barry falls back on the pillows and snorts while Len, laughing just as hard, struggles to catch his breath.

"Well, that's never happened before."

"There's a first time for everything." Barry reaches for Len's stash of condoms that he keeps under his pillows. Barry had raised an eyebrow at that when he saw Len fish one out, and the sheepish expression returned to Len's face.

"Uh … I keep them under there just in case," Len had said, darting his eyes, unable to decide on a spot for them to settle.

"Who were you expecting?"

"No one! I swear! It's been a few months and I … kind of forgot they were there."

"Ugh!" Barry groaned.

"What?"

"How long has it been since you changed these sheets!?"

Len didn't answer, but the conversation at large had been swept under the proverbial carpet when Len began rutting against Barry, convincing him with long sweeps of his tongue over the sensitive skin at the juncture of his neck to forget about it.

And Barry, melting into a potentially filthy comforter, did.

Len goes to take the condom from him, but Barry palms it.

"Can I?" Barry asks, gesturing towards Len cock. "Do you mind if I try …?"

"No." Len gulps so hard he's sure he's shoved his heart down a foot. "Not at all. G-give it a try." He kneels up, straddling Barry's hips to give him space to work. He watches Barry pinch the tip the way their teacher showed them in health class, place it gently over the head of Len's cock, and roll it down with excruciating slowness. He rolls it to the base of Len's cock, then runs a hand over it to remove any air bubbles.

"There." Barry looks up at Len for approval. "Is that … is that okay?"

"Okay?" Len winds his arms around Barry's torso, squeezing him so hard he cracks his spine. "It's more than okay! I think that's the hottest thing I've ever fucking seen!"

"Wh-why did you do it?"

This is the question. The question. Len can tell by the sound of Barry's voice when he asks it. This is the one he's been waiting to ask, the one he's probably been dreading. The one that had festered in the back of his mind every time Barry saw Len a morning after. It was on those mornings that Len should have realized how much he was hurting Barry. But sex doesn't equal love … or maturity, and when it came to Barry and his feelings, Len had a tendency to be a little bit naïve.

He'd thought that, when it came to pining over Barry, the only person he was hurting was himself.

"A lot of reasons. I thought it would make me feel more adult. And I was curious. I wanted to see what all the fuss was about. And, kind of like you, I wanted to get it over with."

Barry's hand goes rigid in Len's grasp and he can't understand why until he remembers what Barry said to him in his car on the way over:

"I think … I kind of always knew that my first time would be with you anyway …"

What if that wasn't resignation? What if Barry had been waiting for him? Subconsciously saving himself for him? Barry said that other kids don't want him, but what if that isn't entirely the truth? What if Barry can't see the ones who do because he wanted Len first?

Len had wanted Barry, too. He just didn't wait for him.

"Now, are you sure about this?"

"Are we going to go through this again? Because it was exhausting the first time."

"Yes," Len says. "I don't want to hurt you. I mean, you just did it for the first time about fifteen minutes ago. You have to be sore."

"Maybe a little …" Barry makes a face when he shifts to the side and a throb in his ass confirms that yes, he is sore. "But not too much. Just … go slow."

"You know, we don't have to have sex the way we did before." Len bends low to Barry's ear, whispering in that dark, seductive voice that was so startling to Barry when he first heard it, but which sends all sorts of delicious chills up his spine. "I can suck you off. It'll be just as good. I promise."

Barry bites his lower lip, tempted by the offer, but confused by the ball of hot and hurt that statement puts in his stomach. He shakes his head. It's an answer, but it's also an attempt to brush that ball aside.

"Maybe some other time? I really, really want this. Unless you … you don't …"

Len rushes forward and collects the end of that sentence in a kiss. "Barry, there won't ever be a day when I don't want to make love to you."

"Were any other times awful?" Barry asks while Len wrestles with his conscience.

"A lot of the times were. It's just an act when you don't feel anything for the person you're with." He raises Barry's hand to his mouth and kisses it. "It's better with feelings."

Barry licks dry lips, chewing around a smile. "Then, why did you keep doing it?"

"Because, physically, it felt good. It's great for stress relief. And besides, once you have sex, you kind of feel pressure to keep having it, whether you want to or not."

"Was there ever anyone you were with that you liked? I mean, that you wanted to be boyfriends with?"

Regardless of what Len believes, this is actually the question. The one that fills Barry with fear. Len may have had sex with a lot of kids at Central City High and beyond, but there was one person in particular – Valerie. She was an upperclassman, cheerleader, gymnast, Prom Queen two years in a row, the girl that's on everyone's radar. To make matters worse, she wasn't stuck-up or bitchy. Then Barry could hate her. She was a genuinely sweet girl, had her sites on becoming an investigative journalist, maybe even a D.A. Wanted to take a year off after high school to join the Peace Corps.

If Len could have hit the lottery hooking up with anyone at their school, it was her.

As far as Barry knows, Valerie was the 'fuck buddy' Len was with off and on the longest. He loathed the day he'd find out the two of them had decided to make their undercover relationship official. But Valerie graduated last year. They hadn't heard from her since, and as far as Barry could tell, Len didn't seem to mourn the loss.

Of course, Len is good at keeping his true feelings hidden, even from Barry.

Barry might be able to overlook the sex if Len didn't like any of his partners enough to date them. God, that sounds awful, but some of the truest things in life do.

"No," Len says in a tone that Barry has no reason to doubt. "No one."

"Really?" Barry asks, because even if he doesn't doubt him, he needs to make sure.

Len smiles suddenly, looking at Barry with a twinkle in his eyes. "Actually … uh … does today count?"

It's easier entering Barry now that he's open, that he's comfortable with being touched. He knows Len's fingers, knows what they're going to do. It's a touch he invites. It doesn't feel awkward or unnatural now that he knows what to expect. Len uses twice as much lube as before. He knows that Barry's sore, knows how sore he has to be, even if he's good at not showing it. If there's one thing Barry has always been expert at hiding, it's pain. But now Len can give Barry the experience he'd wanted him to have.

He can look him in the eyes.

He can kiss him on the lips.

He can be face to face with him when he tells him he loves him.

"What makes me different?" Barry asks, figuring he'll give Len a break in the form of an easy question to answer. They're best friends, have been for close to a decade. They're comfortable with one another. They're compatible.

Isn't there a saying about dating your best friend?

"The difference is …" Len runs a thumb over Barry's knuckles. He has to keep touching him, has to keep reminding himself that what's happening is real, that with every question he answers, he gets closer and closer to something he's wanted for a long time "… I love you, Barry."

"I love you, too."

"No. I mean … I love you. I love you more than anyone I've ever met. And the idea that you're going to find someone down the line and … and fall in love with them … make love to them …" Len turns his face to the ceiling, fighting a well of angry tears "… maybe it makes me a hypocrite but, it kills me. Every time I picture it, I want to burn my eyes out. You know?"

Barry could agree. He could admit he feels the same. He could lay on Len's shoulders the depth of his despair since he began having sex. But he doesn't want to guilt his best friend. He's not about to shame him for his choices.

Len has nothing to be ashamed of.

Besides, had Barry been honest with Len earlier, maybe things would be different now.

"Actually, I'm already in love with someone," Barry confesses. Len's face falls, but only for a second before Barry scoots a little closer, and Len's cheeks begin to burn. Barry isn't used to seeing his best friend blush. He's beginning to enjoy that shade on him. "I have been for a while now. I just … I never had the courage to tell him."

"Do you think you might tell him soon?" Len asks, moving with Barry, curling in towards him and wrapping an arm around his waist.

"I think so," Barry says. "Very, very soon."

"I love you, Len. I … I love you. God!" There's a freedom in Barry's voice, a brand new lack of shame when he says, "I'm cumming … oh God …"

"I love you, too," Len whimpers, speeding his hips to stay in sync with Barry so they can cum together. To think, this entire time, they'd been on basically the same page and never knew it. Well, that stops today. As far as Len is concerned, there isn't a single thought he has about their relationship that he will keep to himself again.

He pauses to move an inch closer, his pounding having slid him too far down the mattress, to discover that Barry refuses to simply lay docile on the bed. He starts pushing back, meeting Len's hips thrust for thrust, and that puts Len over the edge.

"Do you want to be my boyfriend?" Barry asks. "I mean, we're going to college next year. Everything could change for us."

"You're going to college next year," Len says bitterly. "Me … I'm never gettin' out of Central City."

"You will. I have faith in you."

"You're gonna need to have faith for the both of us then."

"I will. I promise."

"Yeah? And you always keep your promises."

"I try, at least."

"I want to be your boyfriend," Len admits. "I only want to be with you, but … we can't be public about it. My dad, if he found out … he seemed fine with me foolin' around, but if he found out I had someone on the steady, and that it was you … with Joe being a cop and all …"

"I understand."

"But it shouldn't have to be that way. You deserve more."

"I'll take what I can get. We only have the next few months together. I'm willing to give it a try if you are."

"I am. And I want to, more than you'll ever know."

"Then can you do me a favor?" Barry asks, his stomach quivering like the first time he ever spoke in front of the Greater Minneapolis Science Symposium … or the times he told a disbelieving room full of police officers what really happened to his mother the night she died. But he's ready to jump into this relationship with both feet, even if his stomach decides to leap out of his mouth and leave him entirely.

"What's that?" Len asks, curious about Barry's terms and conditions seeing as he's outlined his own.

Barry puts a hand to Len's cheek, pulling him closer, gaze flicking down to his lips, then back to his eyes. "Make love to me again?"