A/N Many thanks to Caro Dee for beta reading and improving this fic immensely.

"Ellison?"

He turned to look at me, rubbing a towel over shower-damp hair in slow, lazy passes, that strong body glowing from exercise as much as the hot water it'd stood under.

"Gaines." He grinned as if we hadn't just spent thirty minutes in the ring trying to make each other bleed. My right ear felt tender and hot and his lip was swelling; smiling like that had to hurt. "You ready for that drink I owe you?"

"You know, I think I am," I told him. He'd been good; quick on his feet and he didn't quit trying, but I'd worn him out eventually and put him on his back. He'd stayed down, his chest heaving gently, a bemused look on his face, like he couldn't figure out what had put him there. Which would be my fist on his jaw, but the bruise he'd have soon would tell him that, so I didn't bother. No sense rubbing it in.

He nodded. "Pick a bar -- one that does food, too, because I've worked up an appetite. I'll be ready in a minute."

I leaned against the wall as he tossed the wet towel at the laundry bin and twitched the one around his waist free to follow it a moment later. I couldn't stop my gaze dropping down, just for a moment. Sweet cock, lying in a mass of brown hair and looking like it'd welcome a touch. I could've sworn it twitched when I looked at it, but he turned and started to drag his clothes out of his locker, moving a little slowly as if the shower hadn't done much to loosen him up.

He didn't seem to notice me staring, or if he did, he didn't mind; he just grabbed his T-shirt and worked it over his head. Smooth as silk that chest he was covering, nipples tight and pointed, even in the heat of the locker room. Not bad for an old guy.

He had an appetite? Yeah, well, I was starting to feel hungry myself.

***

By the time we'd had two beers apiece and there was a pile of bones on the platter between us and a blob of sauce just south of his mouth that I told him about, because I'm kind that way, I was starting to wonder if he'd be up for more than the sparring we'd done earlier.

We'd talked about the gym and the way the water in the showers kept going from icy cold to scalding hot. We'd watched the game on the bar's TV, and he'd listened to my take on it with just a touch of star-struck showing, like it had the first time we met, though he didn't try to kiss my ass the way some people did when they recognized me. We'd done station gossip and bitched about the weather -- the only thing missing from the standard guy talk was sex.

I'd seen his ex-wife around. She looked cool and competent and when she smiled she was a knock-out, but Ellison treated her like a friend, nothing more. Sitting across from him now, I was starting to believe some of the gossip that swirled around him. Half of it was the bullshit most cops who've done Vice get thrown at them. Some of the older cops, shit, they act like an earring and a few nights staking out a leather bar makes you gay. Dumb, but with Ellison there was something… and the way he hadn't kicked Sandburg out wasn't helping, even if his roomie was cheerfully drooling over every woman at the station.

I wasn't out at work -- hell, I wasn't out anywhere -- but I'd had offers from cops, subtle, careful ones that didn't commit anyone, and I was getting that feeling from him. And, to be honest, I'd given him some encouragement. He'd been the one to suggest we sparred; I'd been the one to say the loser bought the winner a drink and made it more than two men working up a sweat.

The silence between us was new. It stretched as I watched him fiddle with a paper napkin, shredding it idly, and it deepened as our eyes met and he studied me. My cock filled and pushed against my zipper, demanding more than a look, and I wanted to grind my hand against it and tell it to behave. Ellison's nose twitched as if he was about to sneeze and he frowned.

"What?" I asked. The bar was smoky, but it'd been like that when we walked in.

"Nothing."

He scratched the side of his nose hard as if it was tickling, then his knee nudged mine under the table, the sort of casual touch that meant nothing under different circumstances, but right then it had me holding back a smile. Oh, yeah. I was going to get some… It crossed my mind to wonder what he liked doing; could be it was the same as me, which might lead to problems as we couldn't both go on top.

I let my knee press back against his for a moment and when I moved it away an inch or two, his followed, nudging at me again. I let it happen and we looked at each other. When you both know what you want, there's no need to do much talking.

"Thanks for the drink," I said. "Want some more?"

He shook his head, screwed up what was left of the napkin into a tight ball and tossed it onto the platter where it unfurled slowly, opening up the way I wanted him to for me.

"I've had enough beer," he told me. "Still kind of hungry, though." His knee rubbed against mine, a promise of more to come.

"I hear you," I said and let some anticipation show in my face, enough to make him smile at me, looking relieved. "Me, too."

He took his wallet out and tossed down more than enough to cover the bill, a waitress drifting over as soon as she saw what he was doing.

We got out onto the street, with a cool rain falling, spattering our faces, and I looked at him. He'd made it simple for me, so I returned the favor. "Where?"

"I'm still got Sandburg camped out in my spare room," he said, with a twist of his mouth that passed for a smile. "It makes some things a little…difficult. Your place?"

I didn't take men back there. Ever. He must've seen the indecision in my eyes, because he said gruffly, "Or we can just forget about it if you've changed your mind."

"I haven't," I said. We'd gone too far for me to back down. I needed this. "It's been a while, you know, and it's not like it's easy -- I've got to be careful."

He hunched up his shoulder and glanced away. "Never been easy for me, either. You get used to it." I knew that was a lie and it didn't take cop training to tell me. He licked across his lips, the tip of his tongue probing the sore places my fist had left.

"It's not like I don't think you're hot," I told him. "For an old guy."

He narrowed his eyes at me, looking half amused, half insulted. "You think you can wear me out, kid?"

"I want us to wear each other out," I said. "Take it all the way. You put ideas into my head, Ellison."

He pursed his lips and gave me a sidelong look, kind of mischievous. I'd never thought of him as the playful sort; he'd been all business when we'd worked together, though he'd been sweet as pie to my grandma.

"I'd like to think you were a man who followed through on a plan, Earl," he said. "Okay. Where then?"

I took a chance, suddenly feeling reckless. Hell, we could both be dead tomorrow; why hold back? "My place. You know where it is. Turn up about fifteen, twenty minutes after I do. If there's anyone around, make out that you're there to play cards, maybe."

He gave me a half-smile. "Don't waste time tidying up for me," he said.

"Hey, it's tidy," I protested, laughing, and I felt something relax inside me, unwinding slowly.

"Do you, ah, need me to pick up anything?"

I shook my head, glad that he'd asked, since it meant we were on the same page. I don't do it bare with anyone. "Got plenty of what we'll need."

"See you soon," he said, and faded away into the night, lost among the people hurrying along, heads down as the wind threw rain at them.

***

By the time he arrived, walking through my door with a bag of chips and a six-pack he didn't need for camouflage because for once no one was sneaking looks out of their doors, I was wishing I'd just brought him back with me, because if I'd been hungry in the bar, I was starving now.

One look at his face made me see I wasn't alone.

The door closed behind him, I locked it, and he set down what he was carrying, shrugged out of his jacket, wet with rain, and kicked off his shoes. He looked at home, not like someone visiting, and I liked that. I didn't want to waste time being polite.

I was standing close enough to be touched and he did, not the grab and grind I'd expected, fast and dirty, but his hand on my face, holding me so that he could look at me.

"You're sure about this?" he asked quietly. "I can just stick around for a beer and leave after that."

"I'd like it if you had a beer after we'd finished and you didn't just walk out," I told him. Shit, he was doing something with his thumb, drawing it over my lips as I spoke, and my brain was shutting down. "No need for this to make things awkward between us. But if you want to just go after, that's cool."

"A beer after would be nice." His thumb pushed inside my mouth, a firm, shallow shove that had me licking at it without thinking, and then he eased it back and left me empty. "Don't get offered that often."

I started to think who he might be talking about, and he grinned, all teeth, a scary kind of smile. "Don't go there."

I stopped thinking, because really, none of my business, and went back to enjoying those hands of his on me, stroking, petting, jacking me up even as I filled my hands with his ass and pulled him against me. I kissed him, trying to remember his lip and be gentle, and felt the kiss turn from a slow melt to a spicy burn because Ellison wasn't interested in gentle.

When he pulled back, panting just a little, his mouth was wet with my spit and my mouth was tingling from the pressure of his and where he'd bitten down.

"Tell me what you want," he said and yeah, he didn't sound so in control now. I liked that. Jim Ellison; a man who jumped onto -- and fell off -- moving cars, and he was losing it from kissing me, with my fingers digging into his ass hard enough to mark him up. "Your bed; what do you want to do in it? Top or bottom; I do both."

That made it simpler, at least. I'd been ready to suggest we arm-wrestled for who got to top, or just stuck to blow jobs, but if he didn't mind bending over for me... I worked a hand between us, rubbing against that hard, stiff spike of flesh I couldn't see.

"I want to suck you 'til you're about ready to pop, then I want to slide in you, real slow, and watch you come." Talking dirty wasn't something I was good at, but this wasn't like that; he'd asked and I was telling him. "I want to see you cream all over that flat belly of yours, see you lose it… Then I'm gonna fuck you for as long as I can hold off from coming." I leaned in and bit at his neck, low down, not hard enough to leave the skin red. Had to be careful. A split lip, he could explain; a hickey would get people talking.

"I've lost once tonight," he said and slid his hand up inside my T-shirt, raking his nails down my back so that I grunted and arched toward him. "I don't want to make a habit of it, but I don't mind doing it again." He stepped back. "Bathroom?"

I blinked, jarred out of the fog of lust clouding my brain. "Over there."

"Thanks." He nodded at my bedroom door. "I'll see you in a minute or two."

"Come back naked," I said.

He tilted his head in a question.

"I want to see you," I said, which was the simple truth.

That put a grin on his face. "I will if you will."

My bedroom was small, but it was big enough for a queen-size bed and that was about all I needed in there. I turned on the bedside lamp and got out a strip of condoms and some lube. They went by the box of tissues I kept by the bed to save on laundry. I washed the sheets every week, just like Grandma taught me, but I jerked off most nights and it could get messy.

I stripped and lay on my back on the dark green quilt, propped up on my elbows, legs spread, one leg bent. Open. He wanted to look? I was giving him plenty to see.

He paused in the doorway, naked, his clothes in his hands. After a moment he let the clothes drop and leaned against the wall, just inside the door, his arms folded across his chest, silent, staring. As I watched, he made an effort -- I could see the struggle in his eyes -- and let his hands drop to his side, no barriers.

We both had a lot of skin to look at, our cocks rock-hard -- I thought mine was bigger, but I wasn't complaining about what he was giving me to play with -- but we couldn't seem to break eye contact.

Finally, I said, "Get your ass over here," and he shook himself out of his freeze and walked over to the side of the bed. I swung around, sitting on the edge of it and pulled him between my legs, his cock bobbing in front of me.

I didn't waste time. Couldn't. This close, he smelled of locker-room soap and still, faintly, of musk and sweat, and I wanted to get the taste of him deep in my throat. I opened my mouth and he slid home, key to my lock.

Ellison let me lick him like a candy cane, let me nuzzle into his balls, all soft and hairy, jiggling against the nudge of my chin, shrinking up tight as I started to suck him properly, my hand rolling them like dice.

When I wanted him to move, he did that, too, answering the tug of my hand on his hip with sharp, deep shoves that had me working not to gag, loving the way he was coming apart. Ellison was groaning already, his hands restless as they stroked my head, tight when they grabbed my shoulders.

Taking my mouth away was like walking out of a warm room into an ice storm. I swayed where I sat, my tongue passing over my lips, catching a taste of him, and he sighed and went to his knees, his arms going around me in a hug.

"I had a plan," I murmured into his hair, soft and longer than mine, brushed back and neat still, even after all we'd done. "Was going to fuck you."

"Stick with the plan," he said, his voice hoarse, his breathing shaky and deep. "It was a good plan, you just -- God, you left it late to stop."

"Sorry."

He chuckled, a strained, strangled sound. "Earl, you're a better planner than a liar."

He got onto the bed and spread himself out the way I had, his hands clenched into fists. His cock was deep red and shiny at the top, glossed over with spit and what it'd leaked as I worked him over. I wanted to dive between his legs and get me one more taste, but he'd have broken and hated himself for doing it; it wouldn't have been fair. I leaned over to grab the lube and a condom and his hand locked around my cock.

"Don't wrap it up before I've had chance to say hello," he said, and damned if he wasn't back to sounding calm again.

I knelt beside him on the bed and let him play with me, his expression intent, his eyes half closed. His hands were sure and he knew what he was doing. It got better with every pass of his hands until he was hitting every hot spot I had, jacking me with the perfect speed, his fingers curled just tight enough. I spared him a glance and his forehead was furrowed and he was chewing his lip as if he was concentrating real hard.

It looked more like hard work than pleasure, and as soon as I thought that his hands slowed. He gave me a look that started out puzzled and turned apologetic, and then ducked his head down to place a slow, wet kiss on the head of my dick. "Sorry. I was trying too hard."

"You're doing fine," I said. I felt the rasp of his tongue on me and shuddered. "More than fine. You’d better let me suit up, man, or this is gonna be over."

"Yeah, for me, too. It's been a while," he said and I knew it wasn't an excuse, just a reason.

He watched me roll the condom on, not offering to help, because if he'd touched me again, I'd have ended up on top of him, rubbing off on that smooth, hard body, mouth greedy for his kisses, hands all over him.

It would've felt good, but I wanted to fuck him. I wanted inside.

He took two fingers, muscles relaxing enough to let me in, his eyes vacant as he dealt with the burn and stretch. I spread as much lube around in there as I could, the hot clench of his body a warning and a lure. He was gonna feel so fucking tight around my cock. God.

I put my cock where my fingers had been and put my hands on his knees, pushing them back toward his chest with his help until we had an angle that worked for us both.

I looked down at me sliding into him, opening him up, inch by inch, small, one step forward, two steps back pushes, being careful. He was a cop; he had to be fit to walk the next day. I could've pounded him raw, but it wouldn't have been fair.

His cock had lost that about to come hardness but all it took was my thumb dragged up from root to tip to get it back. He writhed on my bed and I sank in deeper and that was enough. I started to fuck him, slow and easy, as his face got hot and his eyes got wild. No one was touching his cock now; I couldn't spare a hand and I wouldn't let him touch it.

He got me so far into his ass that my balls were snug against him and then said softly, "I'm gonna come. Stay in me. Please?"

I didn't pull away -- after that? After him saying 'please', his voice close to begging? -- but I shimmied my hips a bit, moving without moving away.

His muscles went rigid and his mouth fell open, a gasp emerging that wasn't a word. He started to come, that long, pretty cock spitting out white strands and globs of spunk, splatter-painting his belly and ribs. He was grunting, the 'uhn!' noises I made myself when I came, and I watched. I watched Jim Ellison break apart for me and let me inside, all the way, as far as anyone could go, and knew it wasn't all that far, but it was more than most people got.

I came myself, a few strokes later, but that was just physical; in my head, I'd climaxed when he did. Sharing the moment.

He snapped the light off when I'd pulled out and we'd cleaned him up and I lay holding onto him for a while, breathing in his used air, stroking the damp skin on his back until I knew every bump on his spine. He kissed me now and then, soft presses of his lips on my face that changed to something more demanding as our bodies realized we were still naked and in bed together.

"You want to go again?" he whispered into my ear and bit the lobe, his teeth leaving sharp, hot flashes of pain sparking through my flesh. "You said you'd wear me out, but I'm still feeling pretty lively."
 
I had tomorrow off, so as far as I was concerned, we could do this all night and I told him that.

His hand slapped my ass. "Turn over."

"I don't do that," I said. I could feel my ass clench up just thinking about it, even though it'd looked like he was enjoying it. "Sorry. Tried it once and it's just not my thing."

He breathed out, sounding a little impatient. "I wasn't planning on fucking you, Earl. Jesus, just roll over, will you?"

I decided I trusted him -- and if he tried anything I didn't like, I already knew I could take him -- so I went to my belly and felt him drape himself across me a moment later, taking his weight on his hands so I didn't feel trapped.

He kissed my shoulder blade and the back of my neck, hot, biting kisses, and his cock, slippery with fresh lube, slid over my skin, the curve of my ass, the small of my back, like a giant's finger.

"Not going inside you," he said into my ear. "Might come on you, though; is that okay?"

My cock thickened and swelled, telling me it was fine with that idea, and I told him yes, still wary.

But it was good. Different. I let him crawl all over me, the blunt, hot head of his dick nudging me, skating over my skin, his mouth tasting me, his tongue licking me. Let him ride the crack of my ass, seesawing in a sea of lube he'd dripped over me, cold at first, but warming fast. It felt weird not to be doing anything back, but after a while I got into it, rolling my shoulders and hips to get his mouth where I wanted it, with him picking up on every hint.

My dick wanted some air, the cover chafing it, so I got my knees under me, ass up. By then, we were both too into it for me to care how it looked, or worry that Ellison would see it as an invitation. I reached down to grab myself and he said something I heard dimly through the seashell roar of blood in my ears.

I tried to focus. Oh…did I want to come?

My body was way ahead of me, nodding my head jerkily.

"Me, too," he whispered and stroked the side of my face just as his fingers brushed lightly over my balls and up over my cock. That would probably have done it, but he bit the back of my neck at the same time, and I felt surrounded, possessed. It was like sharing a bed with a mind-reader; he seemed to know every button to push. I came howling his first name, and heard him mutter, "Yeah, that's it, let go, let it out --" as he followed me, his come warm and wet on my back and ass, his arms holding me close until he was as messy as I was.

We split a beer in my bed, the two of us passing it back and forward. We could've had one each, but it felt good sharing it. I was worried he'd push for us to do this again, start making plans, but he led the talk around to my career, saying enough to make me realize that he got it. I was going places; I owed it to Antoine and I wanted it for myself. Ellison was a good cop, but he'd never make captain and I don't think he wanted to. I wanted that and more and I couldn't do it if people were talking about me.

I waited 'til he'd showered, hanging the wet towels up neatly, waited 'til he'd gotten dressed, and hugged me one last time, his arms strong around me, one hand dropping to cop a feel of my ass as he broke away, which meant we were both laughing as the door closed.

Then I sat on the couch and looked at the chair Antoine used to sit in and let myself accept that it was empty. He was gone. I could succeed or fail; he'd never know.

Still hurt. Still missed him.

I opened another bottle of Ellison's beer and raised it in a toast to the ghost in the room. I knew that by the time I'd finished it, I’d be alone.

No ghosts, no Ellison, just me and a future I planned to make shine.

It was enough for now, and the next night it got to being not enough, well, maybe I'd hit the gym again…



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