Disclaimer: Hetalia doesn't belong to me, neither does the title. I borrowed that from this fic's inspiration, Time is Running Out by Muse.

Why.

…why?

Why in the hell did he let that man get him into situations like this?

He panted heavily, the Italian man clinging onto his shoulders as he ran away from the gunshots following them into the woods. The German gritted his teeth, ignoring the burning in his legs from the extra weight as his feet pounded against the ground, plowing through the vegetation; he could only pray that his legs did not give out on him or his boots did not get caught on something.

How many times had he rescued Italy from situations like this?

How many times had he found himself being hunted like a dog because of something stupid his ally had done?

How many times had he asked himself this very same question?

Unluckily for him, his stride was broken by a hidden branch, sending him spiraling to the ground. He landed painfully on his elbow, trying to save the Italian from smashing his head into the ground. Instead, the brunet rolled off his back with a yelp as Germany pushed him toward safety, tumbling into the undergrowth. The blond wasted no time recovering from his fall; he leapt to his feet, dragging the Italian to the safest spot he could find.

The fallen tree had collided with another, making a small lean-to like structure as plants and vines started to drape and grow over it. Germany shoved the brunet into the shelter before diving into it himself, clamping his hand over the other's mouth to silence his whimpers. The blond grabbed his gun with his good arm, listening to the voices above him.

Tense moments passed; either of them scarcely breathed as footsteps scattered all around them, gruff voices calling out to each other in their frantic search for the two. Even Italy had the sense to stop his whimpering, the man quivering uncontrollably against him as tears trickled from his cheeks onto the German's leather glove. The fingers around his gun tightened as the voice grew closer; Germany could even see their boots through the veil of greenery shrouding them.

Second after heart pounding second passed, Germany steeling himself for the worse. However, the worse never came. Eventually the footsteps retreated and the voices died down as they journeyed into the distance. Deafening silence enveloped the two nations, occasionally broken by a shaky intake of breath.

The minutes continued to drag on, day slowly and laboriously turning into night, the forest becoming bathed in a rich orange as the sun danced on the horizon. Finally, Germany deemed it safe, lifting his fingers from the Italian's mouth with a ragged sigh.

"Ve~" The brunet rubbed the red marks left by Germany's fingers with a dirty hand, the stupid grin gracing those swollen lips. "That was a close one, wasn't it, Germany? But you didn't have to throw me! Or cover my mouth like that!" He giggled, crawling out of their make-shift hidey-hole. "Ve, but now I'm hungry. Can we go back for some pasta now?"

Germany lowered his gun, staring at the other man incredulously. Was he really saying that when it was his fault they were in this situation? "…you…" He followed the man out, wincing as he rose to his feet, legs cramping painfully. "…how can you say things like that? We were nearly killed, Italy!"

Italy stood on his tip-toes, stretching his arms in the air with a big yawn. "Ve, but we weren't killed, were we? Germany has to look toward the bright side of things! It would probably make those angry crinklies on your forehead go away, you know."

You're the reason I have these "angry crinklies" on my forehead you idiot… Germany wanted to scream or rip his hair out or something, but he settled for rubbing his temples against the painful onslaught of a fierce headache. Why had he answered the phone that morning? He knew it was going to turn out like this. "…why were you even out here on enemy territory in the first place?"

Big brown eyes turned to face him. "I got a letter!"

"…a what?"

"A letter, silly!" The brunet nodded his head knowingly as if the answer summed up everything perfectly.

Even though it physically pained him to ask, Germany couldn't stop himself before the words fell from his lips. "A letter for…?"

Italy beamed at him. "Free pasta!"

….WHAT?!

The Italian continued on, unaware that a part of Germany had just died. "Ve, I got a mysterious letter in the mail, saying that someone had pasta that they wanted me to try! But, it turned out to be crappy British stuff! I could've cried!"

Germany could no longer look at the man; he turned around, walking over to a tree and leaning his forehead against it. "Y-you….you nearly got us killed…" he felt his stomach drop, any respect he had for his friend falling with it, "…for free pasta…?"

"Ve, Germany, are you mad?" He felt arms drape around his shoulders, a warm body pressing against his back. "I'm sorry, Germany! Did you want some? Don't worry, it was really horrible tasting! I would've rather ate Germany's funny sausages than that!"

Never had Germany wanted to pound his head into a wall so badly in all his life. Actually, he never even had this feeling until he had met up with the Italian. He should have never opened that tomato box…he should have just walked away… "You…are going to be the death of me…"

Italy continued to chatter away, completely oblivious to the German's distress. "Ve, but grazie for saving me, Germany! England seemed really angry after I insulted his cooking!" The words the Italian spoke brushed against his ear, sending mixed signals down his spine. Italy's hands found rested on his shoulders, his fingers tracing circles across the muscled flesh. "But I don't know why, ve. Everyone knows that England's food sucks about as much as big brother France does!"

Why in God's name was that man wiggling so much? The cloth rubbing against his back was driving Germany insane. "I-Italy…" His voice was low, warning. Something in his mind had to be breaking; suddenly, he found himself acutely aware of everyplace their bodies touched. Was it his frustration that had his walls down so dangerously low? He was so frustrated, so angry with the other man…and yet…

"Hmm?" Why wouldn't the squirming stop? "What's wrong, Germany?" Italy's lips rested against the skin of his neck. "Are you really that upset over the food? Ve, I can make you better pasta at home, I promise!" Now the man was kissing his neck, light touches that sent a tingling sensation all the way down to his toes.

"Italy." The voice was more forceful now, Germany struggling with keeping his breathing under control.

"So don't be mad, Germany! I'll even make you some of your funny wurst!" Italy was kissing his jaw now, body pressing closer and closer to him, the Italian's scent muddling Germany's mind. Brunet hair tickled his nose, soft lips teased his cheeks, a lithe body wrapping him in warmth…

Combined with the adrenaline from almost losing his life, Germany didn't stand a chance.

He snapped.

"Feliciano." In mere seconds, the blond had turned the tables, spinning the Italian around and pinning him against the tree.

"Shut the hell up." He forced his lips against the brunet's, ignoring the squeak of surprise.

For a second the brunet struggled against him, wrist twitching beneath the fingers that held him in an iron grip against the wood, but the struggling slowly faded away as he yielded to the German's prodding, opening his mouth to welcome his tongue.

"G-Ger--mmm, L-Ludwig!" Feliciano panted, gasping for breath as the other man explored his mouth relentlessly. "C-can't--nngh…b-breathe…!"

Ludwig did not slow down, tongue drawing across every plane and exploring every crevice he could reach. He was like a starved man, hungrily sucking on the other's bottom lip, nibbling and licking and teasing. There was something about the Italian that always drove him mad. He was such a failure. He couldn't fight even if his life depended on it. He was so weak. He was always slacking off on his training, always sneaking away to eat pasta or take siestas or flirt with pretty women.

Yet the way he moved was so hypnotizing to him. He ate so much, but his body was so slender, much more graceful than his own bulky build. His childlike wonder and demeanor was strangely enduring, and his devotion to Ludwig was touching.

Everything about him. Everything about Feliciano drove him mad.

"L-Ludwig…" The voice floated down to him from afar, breathless and airy. "L-Ludwig, sto--aaah…"

The blond had swiftly removed the Italian's tie, unbuttoning the first few buttons with his free hand to give him access to the delectable neck in front of him. He licked from the hollow of his collarbone to the edge of his jaw, teeth grazing against the tanned skin and coaxing a delicious moan from the smaller man. He tasted like the forest around them, sweat and dirt mingling on his skin.

It was the sweetest thing he had ever tasted.

Ludwig bit into the flesh of his neck, gasps and moans sending vibrations down Feliciano's throat. The blond wasted no time marking him as his own, sucking and licking the mark he had raised. He continued to unbutton Feliciano's shirt, tugging at his jacket and shirt until his chest was laid bare.

"A-ah!" The brunet's body twitched under him as his thumb began to tease his nipples, rubbing and squeezing until both were hard. "N-no…! Ludwig, please, s-st…stop…" His argument was lost as his breath caught in his throat. Ludwig had bent down, licking the hard nubs with the tip of his tongue. Feliciano's knees began to shake, threatening to give out from the luscious torture.

The words Ludwig spoke in his ear sent shivers down his spine, his mouth watering at the sound. "What was that?" His voice was gravely with lust, tongue sneaking out to run across his earlobe. Ludwig fumbled with Feliciano's belt, unzipping his pants. "Did you tell me to do something…?"

The blond could only smirk at the gasp he received as an answer, his gloved fingers teasing the brunet's arousal. He ran his fingers up the shaft slowly, nibbling at Feliciano's earlobe. "What did you say? Something about stopping…?"

Feliciano simply writhed, moans slowly turning into whines as his cheeks reddened. "L-Ludwig…" He bit his lip, and Ludwig couldn't help but to kiss it, curling his fingers around the man's erection and licking his lips until he was granted access to his mouth again.

"Ah! Ah! Ah!" Every stroke of his fingers caused the man to gasp into Ludwig's mouth, twisting and shaking in his grip. "L-Ludwig…! Ludwig!"

"…ja? What do you want?"

Feliciano jerked his hips forward, trying to grind himself against Ludwig's hand, the man going too slow for him. "L-Ludwig, p-please…"

Ludwig licked at his lips again, meeting the man's gaze squarely. "Tell me what you want, Feliciano."

"Nnngh…" His brown eyes darted from Ludwig's gaze, his flush becoming deeper. "Aah, um…"

Ludwig's hand moved slower and slower across Feliciano's shaft until it stopped moving completely, his lips gently licking his earlobe. "Hmm?"The Italian let out a groan, trying to grind himself against Ludwig, but the man would have no of that, pressing his arm against the others hip to prevent any movement. "Tell me what you want!"

"Ah, m-merda! Dammelo, Ludwig!"

"What was that?"

"F-Fuck me, Ludwig!"

The blond paused before a chuckle passed his lips. "My pleasure."

He finally let go of the other's wrists, shrugging off his jacket and unzipping his pants. One hand remained on Feliciano's erection as his other hand touched his lips. "Suck."

The man obliged eagerly, sucking the leather while moaning from the attention on his length.

When Ludwig was satisfied with his job, he drew the fingers from the other's mouth, flingers flitting done until they grabbed his ass.

"Ah!" The German wasted no time on prepping the other man, a finger wiggling his way inside of Feliciano. "L-Ludwig!" The Italian's hands gripped at Ludwig's undershirt, little gasps ripping from his chest.

The sound awoken something feral in Ludwig; he growled in response, his other hand leaving Feliciano's erection to his own, stroking it a few times to get it harder than it already was, smearing the liquid already dripping from the tip down it's length.. All the while his teeth scraped at the brunet's neck, working a second and third finger into the man, stretching him as much as he could.

Satisfied and growing impatient, he withdrew his fingers from the man's ass, pushing him up against the tree and aligning himself with his . He brought his gloves up to his lips, ripping both away with his teeth before resting his hands on Feliciano's hips.

The only warning he gave Feliciano was his lips pressing against lips before he thrust inside.

"Ah!" Feliciano cried out, nails scrambling at his back. They dug into his flesh, but Ludwig didn't even notice. He was too busy swimming through the fog that had just clouded his mind, a growl-like moan bubbling from his chest. He paused for a second, panting a bit before thrusting himself deeper inside that mind-numbing warmth.

"Verdammt…" Ludwig gasped as stars swam at the corners of his eyes. It felt so…indescribable. Feliciano quivered against him, whimpers changing into moans as Ludwig began to pull out before ramming back inside, both of their moans echoing throughout the forest.

A shaky rhyme was set, Ludwig thrusting in and out at a methodical pace as Feliciano rocked his hips forward to meet them, his hard erection rubbing against Ludwig's stomach. The only sounds made besides the beating of skin against skin was their moans and pants, becoming louder as they continued.

"Ah! Dio, Ludwig!" The man had brushed against the sweet spot inside of Feliciano, causing him to grip him even tighter. The movement caused Feliciano to squeezing Ludwig even tighter than before, the man moaning as whiteness began to invade his vision.

Ludwig grabbed Feliciano's erection once again, determined to finish him off. Both of their moans reached a crescendo as it came too much to bear; Feliciano came first, already weak from the earlier teasing. Ludwig thrust harder him as his release hovered on the horizon, grinding Feliciano into the tree until he reached his sweet release, coming with a gurgled cry.

Unable to keep to his feet, they both tumbled to the ground, Feliciano lying on top of the blond. They both remained in the heap for a while, panting and clinging to each other.

"…Ve…" Feliciano was the first to move, sliding up Ludwig's chest to catch his lips in a kiss. "If you wanted that instead of pasta, why didn't you just ask?"