Title: Why Can't I Breathe?

Pairing: Stiles/Derek, Stiles/Danny, Derek/Kate, Allison/ Scott

Words: 1,782

Listening to: Of Monsters and Men (Little Talks) & Florence and the Machine (Howl)

Rating: M

Hey guys. I got this idea when I was sitting on the bus listening to my Ipod. It's a song based fic, and if you don't already know it listen to "Why Can't I Breathe?" by Liz Phair.

So, this is an AU, which means that nobody is a werewolf, and I'll try to get almost all the characters from the show in here. I'll TRY. I hope you like it!

Also, this is my first attempt at yaoi smut. I love improvement, and helpful tips, so if you're good at writing gay smut and you think mine could be better PLEASE, let me know!

Chapter 1

"Goddammit Danny! Why do you have to be such an asshole all the fucking time! What the fuck is your problem!" Stiles Stilinski was beyond pissed. The first time in almost three weeks that he and his boyfriend, Danny, had some time together and he wanted to go and hang out with his friends.

Stiles met Danny right after he had moved to New York right after he graduated high school. Danny was working in a hospital as a resident, which meant he was a slave to the doctors and his pager. Stiles was studying at NYU for a degree in engineering.

They weren't able to spend a lot of time together, and lately it seemed as though whenever they did see each other they were constantly fighting. This time it was about Danny wanting to go out with his friend Jackson instead of spending time with Stiles. Pulling his coat on to keep the winter chill off him Stiles opened the door and shouted,

"I'm going out. I can't be around you right now." Slamming the door he huffed as he walked down the stairs and out onto the street. He walked, and walked, and walked, for almost an hour, until he was in front of the bar where he and Scott used to spend every Friday night until he started living, breathing, and existing his girlfriend, Allison.

Sighing he walked inside and was happy to see that it was almost empty. The regular bartender, Sam, was behind the counter, wiping a glass down, a few people in the booths, and a single man at the bar. Stiles walked over and sat next to the man, looking at Sam and saying,

"The usual Sam, if you could." The elder man smiled and said, as he was getting the drink,

"Where've you been Stiles? It's been awhile. How's Danny?" Stiles rolled his eyes at the mention of his boyfriend and rested his head on his forearms saying,

"I've been at school, and work, and everywhere. Danny is…well, he's Danny. We got into a big fight and I came here to just let off steam and relax." The man next to him turned his head and Stiles was instantly internally drooling.

A black leather jacket encased broad shoulders. Inky black hair was casually gelled in that rumpled, 'I style my hair to make it look like it's not styled' way. Even with all his clothes on Stiles could tell the guy was built, and his light gray eyes watched the shorter male with intensity that made him want to roll over and beg for something; anything.

But as soon as he made eye contact he looked away. He might've been pissed at Danny, but he wasn't a cheater. And there was no way a guy that hot didn't have a girl or boyfriend. He quickly threw back his glass and requested another one, drinking it quickly.

As Sam brought him his third glass of whiskey the man looked over and said conversationally,

"Relationship troubles? Trust me, I know where you're coming from. My girlfriend, I love her to death, but she is driving me crazy lately." Stiles nodded and said,

"Yeah. Boyfriend in my case, but same principles apply I guess. Stiles Stilinski, and you are?" He held his hand out and the man took it saying,

"Derek Hale."

Three hours sure passed quickly when you were having fun. Derek and Stiles talked and drank and laughed, quite loudly, for three hours.

When Sam finally kicked them out at closing time God only knows how the situation progressed from walking down the sidewalk together, to Stiles pulling Derek into an ally and finally to the two proceeding to shove their tongues down each other's throats.

Stiles vaguely recognized in their drunken make out haze that Scott's apartment, with a very large and comfortable guest bedroom wasn't very far away. As Derek worked on sucking a dark hickey into the side of his neck Stiles pulled out his cell and called his friend. When he picked up Stiles said,

"Hey Scott. Is your spare key still in the same place it was the last time I crashed at your place?" The man on the other line sighed and said,

"YeahStiles.I'mnothome;I'matAllison'suntilMonday." Stiles laughed and said,

"Awesome. I just need a place to sleep….or not. G'bye!" He hung up and shoved his phone in his pocket, smiling when Derek kissed him again. Lacing their fingers together Stiles pulled him down the sidewalk, ecstatic when they finally got to Scott's empty apartment.

He had to stand on his tip toes as he grabbed the key that was hidden over the lip of the door and opened it, pulling Derek in and locking it as they pressed against each other inside the apartment.

Derek's hands were everywhere at the same time, sliding up and under Stiles' shirt, groping his backside and crotch, and holding the shorter male to his hard body.

They left a trail of clothes to the spare bedroom. Stiles' coat and Derek's leather jacket went first. When they finally got to the bedroom Stiles ripped his t-shirt off, and Derek pulled his off as well.

The younger of the two nearly salivated when he saw how cut the man in front of him was. He had abdominal muscles Stiles didn't even know existed. He flopped down on the bed and pulled Derek closer by his belt loops, unbuckling and slipping the black leather out of them before tossing it away.

He leaned forward and mouthed at Derek's chest, tasting the smooth skin that was stretched over hard muscles. The taller man groaned and pulled their mouths together, sharing a wet, slippery, amazing kiss. They fell on the bed together, hips grinding.

Stiles moaned, wanting their remaining clothes to come off; now. He reached down and unbuttoned Derek's pants, using his legs to slid them down and off the bed. Derek's large hands came down, pushing his pants and boxers off in one swoop.

With half-glazed, lust filled eyes Derek stared at the body under him. Stiles blushed under the intensity. Danny never looked at him like that. But then Derek's hand was on his cock, jerking it, and all thoughts of Danny left his mind.

He moaned and bucked up into that hand, fisting the sheets as he threw his head back. The thin cloth of Derek's boxer briefs did absolutely nothing to hide the raging erection that was currently visible. Not that Stiles minded or anything.

After a few minutes Derek pulled away, pulling his boxers down, and letting his cock out of its confinement. Stiles rolled himself up, touching Derek lightly. He had only ever been with Danny, so it was an experience, touching someone else's penis.

Keeping eye contact with Derek he leaned forward lightly and gave the head a soft lick. Derek groaned and Stiles smirked. He was really good at giving head. Slowly he fed Derek's cock into his mouth, tongue teasing his lightly until it was all the way in. Derek gave him a few moments to adjust to it being in his mouth, and then started thrusting lightly, fucking the smaller man's mouth.

Stiles only kept it up for a few minutes, wanting to get on to the main attraction so to speak.

He pulled off and wiped his mouth with the back of his hand, falling back and pulling Derek with him. Derek blanketed the smaller man's body with his own, grinding their bare erections together and creating sparks of pleasure for the both of them. As they did he place three fingers at Stiles' lips and whispered heatedly,

"Suck them. Get them nice and wet." Stiles obeyed, letting his tongue tease through them, coating them thoroughly. Derek pulled them out and trailed them down to Stiles' entrance. Two slipped inside, and Stiles hissed at the intrusion.

Derek knew what he was looking for instantly, finding the spot that usually took Danny about five minutes to locate, the tips of his fingers making contact with Stiles' prostate. He gasped and saw stars, panting lightly and pulling Derek to his mouth, kissing him.

It was filthy, and sloppy, and nothing like Danny's kisses; Stiles wanted more, and Derek seemed more then capable of providing it, as he continued moving his fingers and adding a third as he murmured,

"Do you like that? Is that good?" Stiles threw his head back, moaning out,

"Yes! Fuck yes, that is so fucking good. Derek, I needed you inside me about five minutes ago. Please!" Derek obliged, leaning down and pulling a condom out of his jean pocket, rolling it down his stiff length.

He stretched himself over Stiles, arms supporting most of his weight as he gave a nod and started pushing inside of the tight heat. Stiles let his hands moved to Derek's hair, pulling him up and claiming his mouth once more as he winced. It had been awhile, and Danny was nowhere near as big as Derek was. Finally he bottomed out, his hips pressed firmly against Stiles'.

Kisses were exchanged as Derek started rocking his hips, easily hitting Stiles' prostate, and making the smaller man buck himself up and closer to him, trying to get more of him, all at once.

Eventually they built up speed, settling into a smooth, fast rocking pace that Derek had set. Stiles matched him thrust for thrust, tugging on his hair every time he hit his sweet spot; which was almost every time.

Derek pulled his legs higher onto his lean waist and started really pounding into him, making it feel so good. One of his hands moved down to Stiles' cock, starting to pump in time to his thrusts, and Stiles knew he was almost done for.

The thrusts got harder and rougher until Stiles couldn't take it anymore. He cried out, white painting their stomachs as he came, clenching around the man inside him. Derek grunted and Stiles knew he came when he heard the broken moan come from his mouth.

The larger man slumped over him for a few minutes, catching his breath as Stiles ran his hands up and down his smooth and muscled back. Pulling out lightly he peeled the condom off and threw it in the garbage, before pulling Stiles to him and kissing him; softer, gentler then the last time.

Stiles smiled as Derek draped an arm around his waist and sighed, snuggling into the warm of the man's very solid, very muscular chest.

Very soon he was dozing, and not thinking of anything other than the very warm man he was wrapped around.

…so? How was it? Please, be brutal, I love constructive criticism. Leave me a review, and I'll try and get chapter 2 up soon!

~Shannon

xoxo