Not Horrible

The day was bleak and rainy, but it suited the day. In the weeks since escaping the asylum, the weather had been abysmally sunny and clear, contrasting sharply with Waylon's mood. He trudged through the rain with a black, waterproof jacket on as his only protection. Misty rain formed dew drops in his blond hair. He stood alone in a bleak cemetery, staring down at three granite headstones.

He struck a lonely figure, black outlined against a gray sky, solitary in his vigil. His face was annoyed as he stalked back to the car and wrapped loudly against the window with a knuckle.

"You going to at least get out of the car?" asked Waylon, sighing as he leaned against the Ford despite the wetness. "We can't stay here all day."

After a few more moments of silence, Waylon sighed and opened the back door to his tiny vehicle. It seemed that his car was the only on the property that day. The only person dim enough choose the first rainy day in a month as their day to visit the cemetery. Waylon pulled out two arrangements of plastic flowers. They weren't overly large, but the two together was an armful. "This was your idea, you know. To pay respects."

"I'm aware," said Miles, slouching down lower in the front passenger seat.

"So get out and help," said Waylon, struggling to close the car door with both of the bundles in his arms. Miles gave a long suffering sigh before opening the door with more strength than necessary causing it to nearly fly off its steel hinges. He had to pause, clenching his fists for several moments, before he felt calm enough to close the door without causing some type of structural damage to Waylon's car.

"I hate plastic flowers, they seem fake and insincere," said Miles as he reached and took both of the arrangements out of Waylon's grip. They weighed nothing in his arms though they were still unwieldy. Miles stalked out toward the stones, head down against the rain, wearing a new brown, leather jacket and jeans. Not exactly waterproof.

"It's the rules of the cemetery. No real flower arrangements. The plastic lasts longer, and avoids people seeing a bunch of dead flowers on their loved ones' graves," said Waylon.

"God forbid anyone see anything morbid or depressing in a cemetery," said Miles, walking at what felt like a normal pace, though Waylon was almost jogging to keep up.

Soon, the two came to a stop in front of three fresh graves. The bodies had been buried for almost a month, but Miles had refused to visit. There was always an excuse between his initial crippling illness, and his very real fear for his safety against Murkoff. Miles spent the better part of a month locked away from all human contact—save one.

"You put them on the wrong graves," said Waylon as Miles finished setting down the almost identical arrangements in front of the two stones.

"They are exactly alike," said Miles, fighting to keep annoyance out of his tone. It was not Waylon's fault. The short temper was his issue to deal with. The depression, the anger, the fear, the sickness, the sobriety—all the changes to his body and life.

"Their names are written on the ribbons," said Waylon, his voice quiet and patient. "But you're right, they are otherwise identical."

Miles sighed, noticing the ribbons for the first time. He would have noticed sooner had he bothered even looking at the flowers. He had left that chore up to Waylon—just like everything else, those days. Miles surveyed the flowers and noticed the pleasant mixture of colors and textures, the plastic smell, the imperfections that caused variations in petal size and color.

"They look nice," said Miles quietly as he quickly switched the flowers. He stood over the grave with the stone reading "Hope." It looked strangely out of place in such a bleak environment. Someone would probably see it and think it held some greater message about a future or something beyond the mortal coil. It was just a name. Still, it soothed a large part of him, seeing it there. "I hope this wasn't all too expensive."

"It's alright," said Waylon, chuckling. "The public donations were generous, considering everything that happened."

"Still," said Miles, kneeling down to put a hand on the cold, wet granite. "I know you lost that job you were so excited about, and things are tight right now. And then all the costs of supporting me…"

"You're going to get back on your feet soon," said Waylon. He was standing a considerable distance away, but their bodies may as well have been touching considering Miles' level of awareness. He could detect Waylon's breathing, his heartbeat, the nervous way he played with the zipper on his jacket, the tension held in his face as he watched Miles kneeling over Billy's final resting place.

"You don't need to be so nervous," said Miles, grumbling without turning around. "I'm not going to make a scene. Throw myself down on the grave. Pull my hair out…"

"I thought you were going to quit doing that," said Waylon, attempting to make his voice sound irritated though Miles recognized the attempt to mask his fear and discomfort. "It makes me feel weird when you read my mind."

"I'm not reading your mind," Miles groaned for the thousandth time. "It's different than that." Waylon shivered behind him. Miles sighed. "You couldn't have gotten even something small for my grave? I look unpopular."

Waylon gave a snort behind him. "You are unpopular."

Miles stood up and turned back to look at Waylon, standing there with water dripping from his blond hair and running down the front of his waterproof jacket. Miles had to bite his lip and look away to quell the intense surge of longing. The wind was picking up. Miles could hear it coming down from the mountains in the distance.

"Rain's getting worse," said Waylon, teeth chattering slightly when the cold breeze finally reached the pair and caused his wet skin to prickle with goosebumps. Miles bit back a sarcastic remark about pointing out the obvious. It was difficult to think about anything with Waylon so close. Miles was hyper-aware of Waylon's body heating up under his jacket in reaction to the cold outside. His chattering, broken breaths as he stood trying to keep his feet from sinking into the muddy ground.

"Do you…Could…" Miles struggled to find the words, turning to stare at Waylon. He immediately wished he hadn't. Waylon looked especially alluring with wet droplets clinging to his eyelashes and his lips parted and shivering. "Please, could you just, wait in the car? I'll only be a minute."

Hurt. Of course he would be hurt. Waylon gave a sad smile and a half nod before starting the short walk back to the Ford. Miles frowned. It was not fair to push Waylon away, but there were some things he simply was not ready to share. Once he heard the door close to the car, Miles let out out a long breath he had not realized he was holding. He turned his back to the car and stared down at the three graves.

Mustermann? Rudy would understand. Besides, there was already a large, fancy tombstone the Murkoff Corporation had erected in his hometown in Germany when he had "died" the first time. The pioneer of nanotechnology, buried in a plain grave in a tiny town in Colorado, USA. Resting in peace, despite all the chaos and pain he had caused. Dr. Frankenstein, and the grave next to him, his monster.

Miles had been afraid to face the cold granite and the damp ground—afraid at what would be his own reaction. The reaction of the machines inside of him. But as he stared down at the plot with its plastic flowers catching rain, he felt a strange sense of peace. Content. It was acceptable. Billy was happy.

It wasn't some otherworldly feeling, angelic hand on his shoulder, voice from beyond. No. Like everything else with the Walrider, it was science. Nothing supernatural.

When the Walrider initiated the protocol to move to a new host, the nanites that entered Miles' body had originated from Billy's. Most had been operational for years, and during that time they were always scanning, computing, adapting. Learning. Ultimately, understanding the Walrider had come to Miles much easier than anticipated.

It was a classic case of mad scientists so busy wondering if they could develop something that no one stopped to ask if they should. Judging by the depraved depths Murkoff scientist had sank to create the swarm, they would not have stopped even if they had asked. In their rush to create, no one had sat down to clearly define exactly what it would do if they were successful. Then, their demonic code had worked, and a swarm of robots were unleashed with only one protocol: exist.

Rudy was right all along. It was not a god, or a monster-it was a machine. A tool. A hive mind of tiny robots with the ability to learn and adapt, and only one primary function.

Maybe the scientists had underestimated how quickly a swarm of learning robots could adapt? It probably took less than a minute for the newly created baby swarm to come to a few very real conclusions. Namely that it needed a host to exist, and that host needed to be kept alive. Acclimating to a new host cost precious resources so keeping a healthy host as long as possible was preferable to constantly transferring. The swarm woke up inside of Billy and set about keeping the host alive and happy the only way it knew. Something threatens the host? Neutralize.

From the Walrider's perspective, that protocol had worked very well. As a child, Billy and the Walrider "neutralized" an entire laboratory full of scientists, guards, and assistants.

That little caveat had come as a painful surprise. It was like walking around with one itchy finger always on the trigger of an assault rifle. The smallest thing threatened him-a car not pausing long enough at a crosswalk, a waitress bumping into him in a crowded cafe, a small child tossing a stuffed creature that bounced harmlessly off of Miles' body—it did not matter. The smallest threat and the Walrider's initial defenses were triggered. Destroy.

How had Billy been so calm while constantly smothering a murderous impulse? Maybe it was something that got better with time. At least, Miles hoped it was, because it was nothing compared to the urges he felt around Waylon.

Over time, the swarm learned—adapted. And most of what it learned came from Billy. No wonder Wernicke had kept him locked away from the world. By stunting Billy's social and educational growth, he had also stunted the Walrider's knowledge and abilities. A good plan, if you threw all consideration for Billy's well being out the window.

Still, Billy had been happy. Content in his ignorance. He had found things that he really enjoyed in caring for his animals, reading books, and hiking around the mountains. And all of his feelings, thoughts, quirks, fears, desires…they were imprinted on the nanites. The nanites now inhabiting Miles' body.

As Miles stared down at the wet stones, he felt a feeling of…rightness. It felt too strange to say a machine felt "happy" or "content," yet those were the first words that crept to his mind. Billy liked this place—or at least, he definitely would have. Miles knew because the nanites that had lived through him for several years reacted positively to the scene. The air was crisp, the rain fresh, the plastic flowers were a pleasant combination of colors, and the shadow of Mount Massive in the distance was familiar and calming. The Walrider was pleased. Billy was pleased.

Miles did not believe in anything as lofty as a "soul" but he did feel that a part of Billy's personality continued on through the swarm—through him. And that thought soothed the human side of him more than anything else. The Walrider's personality was Billy's personality, but it would adapt. Change. Learn. Soon, Miles' personality may shine through more, but Billy's would remain, in the background. In Miles' opinion, something close to a soul lived on. That knowledge helped him heal.

The Walrider practically purred as Miles sat in the rain, staring. He did not feel cold because the nanites caused him to run hot. Though the swarm operated as a hive mind, there were still different feelings from different portions at times while the overall consensus was reached. All the different parts considered the scene and came to the conclusion. Right. This was right.

Miles gave a long exhale and closed his eyes, allowing a small smile to appear on his face. Billy was out of the machine. He was freed from the curse of the Walrider. It was not the best conclusion to their situation—not the ending Miles had wanted. But then again, nothing to do with the swarm and its creators had been fair. And in ways Billy was lucky. There had been nothing of Chris to bury.

Miles took a long look at the third stone. The name "Upshur" was engraved in the same font as the other two. Wernicke had been onto something with the whole 'faking your death to disappear' thing. Miles followed his idea after the cleanup of the asylum to ensure no one would come looking for the Walrider-for him. According to Murkoff, the Walrider's host had expired, and the swarm was lost. Again. Miles sighed and turned to walk back toward the car.

With his enhanced vision, Miles could make out Waylon's profile in the driver's seat. Miles had not been away for long, but he could see the windows growing foggy from the warmth within compared to the cold exterior. Waylon looked startled when Miles entered the vehicle, as though he had been lost in thought. Miles slid into the passenger's seat and buckled up.

It rained the entire way back to Denver. Waylon drove, eyes glued to the road, and Miles avoided looking at his friend.

Another conclusion of the Walrider was the value of having a potential replacement host around. It had only come to the conclusion when Billy met Miles. Once the swarm realized there could be other potential hosts, the idea of a backup seemed like a logical conclusion.

Perhaps having the swarm housed in a boy through his formative years was a bad idea. A horny teenager seemed to have designed the Walrider's defense mechanism in that department. The moment Billy saw Miles, he wanted to claim him and keep him near. And Miles had felt the exact same feeling—only toward Waylon.

Was it the year long abusive relationship that damaged Waylon enough to become a potential host? Or the trip through the nightmare asylum where he had waded through death, watched a man burnt alive, and withstood torture. It did not really matter. The Walrider wanted Waylon, and Miles had always wanted him.

They arrived at their apartment complex and Miles pulled up his collar and donned dark sunglasses. Probably no one would recognize him, but it was better to be cautious. After a month laying low together, they were leaving—as soon as Miles' last precautions were ready.

"I really need to get over to your place and clean out the last of the stuff. I was supposed to have turned over the keys already, but they're giving extra time, compassion since they think you died," said Waylon as he shut the door behind Miles. The apartment was cluttered with boxes of old stuff Miles had saved. Everything else would be tossed. "I think I might take a shower first."

Miles looked over Waylon and felt the Walrider's frustrations and demands. Miles had his own desires to contend with as well consider the way Waylon's blond hair had dried looking messy and disheveled. They swarm and the man agreed-Waylon looked delicious. Miles' thoughts were interrupted by a loud knocking on the door.

"Hide, you're supposed to be dead," hissed Waylon, walking to the door and glancing through the peephole. The Walrider's defenses were already triggered, and Miles could feel it reaching out, seeking answers. The person on the other side of the door was large, breathing loudly, humming to himself. Waylon froze and then gave a side-eye glance at Miles. "Uh…"

Eddie. Miles seethed and refused to leave the room. Waylon shook his head and opened the door slowly, sheltering Miles from view.

"Eddie, what are you doing here?" asked Waylon, keeping his tone casual.

"Darling," said Eddie. Miles knew he would be smiling that predatory smile he favored so much. Waylon's pulse picked up. Nervous…or aroused? "I got your messages asking for the documents. I had my man fix them up exactly how you specified, and I'm sure you will be quite pleased with their quality. Does this mean you're willing to speak with me again?"

"Documents? I have no idea what you are even talking about," said Waylon.

"You texted me, and emailed the details a few days ago? You're looking for these documents using Upshur's likeness, correct?" asked Eddie, doubt creeping into his voice.

"Oh…OOOhhh…right…" said Waylon.

"I've missed you," said Eddie.

"I've been through alot, Eddie, and I thought I made it pretty clear, I'm not interested in anything else romantic with you. I wish you the best, but…"

"You've missed me," said Eddie and Miles could hear the catch in Waylon's breathing, and the sound of strong hands gripping his arm. "We are good together. You know it as well as I do. And I know you're still attracted to me."

Waylon scoffed and gave a snorting laugh. "You're delusional. I'm done letting you, or anyone else, push me around. I'm stronger now. You don't even know me anymore."

"You can't make a single decision on your own," said Eddie a mocking tone infiltrating his voice. "I came into your life and I saved you. No one else would even bother with such a monumental task. Only I can give you that stability again…"

"The hell you can," said Waylon, his voice rising in volume. "Get out, Eddie."

"You don't know what you're saying…" said Eddie his voice low and menacing.

"I said…"

"Get out," finished Miles. All noise from the main room stopped as he stepped into view. Tendrils of black fog seemed to emanate from his body as he stood clenching his fists and staring down Eddie Gluskin. "Leave. Now."

"You…you're not dead," said Eddie.

"No, I'm not. Or I am. You know what, let's not get bogged down in the technicalities," said Miles, taking a few calm steps into the room. Eddie was still taller, but Miles met his gaze confidently. He could feel the confusion rolling off of Eddie. "Hand over the documents—and leave. Forever. You're not allowed to ever see Waylon ever again."

Eddie snorted and, to his credit, he put on a brave face, but Miles' enhanced senses knew he was nervous. Scared. He wanted to run, but it was not in his nature. Well, it would have to be the hard way, then. "You can't tell me what to do. I'll tell the authorities about this, and…"

A tendril extended easily from Miles' aura, taking shape and slithering around Eddie's throat as quick as a whip. It tightened just enough that Eddie's hands flew to the appendage and clawed uselessly against the smooth ropes. The nanites were immovable, even for someone with Eddie's strength.

"Maybe I wasn't clear? I'm telling you what to do. You're never to come into contact with Waylon ever again. If you do anything to sabotage those documents, or try to contact him, or me, ever again, you will die. No one will be able to identify your remains. I will turn your very bones and teeth to dust after the swarm tears you inside out and dumps your organs and blood onto the ground in front of you."

A sound like a million hornets rose to deafening levels and Miles could feel vibrations under his skin as he fought the Walrider's initial defense. Why risk it? Neutralize him—now. Miles fought it hard, feeling the first trickle of fluid dripping from his nose and the corner of his eyes.

Miles smiled, inky black eyes gleaming, ignoring the black sludge now marring his face. "That was clear enough, I hope?" The tentacles immediately released Eddie and he gasped in relief, hand flying up to rub at his neck.

"Something…something's wrong with you…"

"Ya think?" asked Miles.

"Waylon, Waylon, darling, you have to get away from that monster, You need to…"

"I don't see a monster," said Waylon, calmly glancing over where Miles stood casually, the nanites swarming around his form. "Miles protects me. He takes care of me, and wants what's best for me. Something you never did, Eddie. Goodbye. I hope you find some help for your issues, and start a new, healthy relationship."

Eddie looked back and forth between the swarming form of Miles and Waylon's calm, sympathetic smiling face. "You're both fucking insane."

"Thanks for the documents," said Miles with a pleasant tone and a small wave. Eddie set his shoulders and stalked out of the apartment, slamming the door behind him. Waylon winced at the noise and stood staring for several seconds before he started to shake. Then he snorted. Then he laughed out loud, holding his sides.

"His face," laughed Waylon. "He was so scared."

"He should be," said Miles.

"You're not scary," said Waylon, grinning and shaking his head.

"I am," said Miles, lowering his head as he canted his eyes up to watch Waylon.

"Well, I'm not afraid of you," said Waylon.

"Maybe you should be."

"No," said Waylon, walking until he was within the swarming nanites, reaching out to hold Miles' hand. "You promised you would never hurt me. I believe you."

Increased blood flow. Waylon's heart literally skipped a beat, and Miles heard it, loud and clear. Waylon's pulse throbbed in Miles' ears. Sweat on Waylon's palms where they touched Miles' cool skin. The Walrider could read his arousal, and it caused Miles' fierce need to surge anew. It was more difficult to control when the swarm was already agitated from the confrontation with Eddie. Miles gave an irritated groan.

"What's wrong?" asked Waylon, concern creasing his face.

"You should maybe be afraid of me," whispered Miles, fighting to keep his voice steady as he focused half of his attention on speaking, and the other half on keeping the Walrider in check. "I…I haven't been completely honest with you. About the Walrider." Miles had expected fear, but he sensed nothing. He met Waylon's eyes.

"At this point I've seen it all," said Waylon, his tone serious. It was true. They both had seen a lifetime's worth of misery and suffering. They had that in common. "The Walrider doesn't scare me. You don't scare me." Waylon paused to wet his lips before continuing. "I know we said things in the asylum, and we haven't spoken about it since then. It seemed like you didn't want to talk about it at all. But, I meant everything I said. I understand if you need time, after all, Billy and Chris just…"

"No," said Miles, taking a step forward and resting a hand on Waylon's waist. "I'm not wasting one more day mourning the past. I let my relationship with Chris keep me away from you then, and I won't let Billy keep us apart now. He wouldn't have wanted that." Miles shook his head and reached up to gently move a blond strand behind Waylon's ear. He did not go into how he could predict Billy's feelings on the matter.

"I miss Billy. I'm sad that he is gone. I miss Chris. Neither of them deserved what happened, but neither did we. And going forward, I want…I need you. We need you."

Whatever counter question Waylon had prepared was quickly forgotten when Miles leaned in and pressed their lips together. The air around them seemed to thicken and a soft buzzing sound filled the area, like the soft lull of white noise.

"We need to possess every part of you," said Miles, pausing for breath before kissing Waylon again. "We never want you out of our sight again. From now on, we're all in this together." The air around Miles grew darker as he finished speaking. He gripped Waylon's hip tighter, leaning in to rub his nose through blond hair.

"You taste…different," said Waylon.

"Ah. I know," said Miles, biting his tongue before he could add that he knew from kissing Billy. "It's a side effect of the Walrider."

"Is it toxic?" asked Waylon.

Miles opened his mouth to answer, before closing it and tilting his head thoughtfully. He considered it for a second before shrugging and humming out an "I don't know" noise. Waylon searched his face and Miles could almost see the argument behind those green eyes. Lust versus caution. Lust won.

"Fuck it," grumbled Waylon before pushing up on his toes and crushing his lips back against Miles.

It felt too good, inhaling Waylon. Tasting him. Feeling him. Miles ran his hands up and down Waylon's back. He wanted to feel Waylon more. So he did.

New appendages joined Miles' hands, curling along Waylon's lower back. Waylon broke from the kiss and leaned his head back, allowing Miles to drag his tongue along the tender, heated flesh of his neck while Waylon gasped enticingly. The Walrider's touch grew more bold and insistent as cords wrapped around Waylon's clothed legs and teased his inner thighs. Miles wanted Waylon so badly it made it difficult to convince the Walrider to calm down.

"Wait," yelped Waylon, attempting to jump back but finding the coils and Miles' grip holding him in place. "Is that…is that you controlling this? Or…"

"Fifty-fifty," said Miles before devouring Waylon's neck anew, sucking purple bites along the pale flesh until Waylon was moaning and pushing his hands against Miles' chest.

"I'm not sure I'm comfortable with…it…you? This?" Waylon's voice was breathy, and his expression flustered from a mixture of arousal and nerves.

"Then let me make you comfortable with it," said Miles. A smoky, black appendage hooked onto the waistband of Waylon's pants and tugged him violently toward the bedroom.

"Miles," said Waylon, breathing deeply and licking his lips. "I want you."

"This is me now," said Miles, pressing forward as the swarm tugged Waylon. The bedroom was close in the small apartment. Everything was packed up, but the bare mattress was still on the bed frame, and would have to be left behind. Miles walked forward as Waylon walked backwards until his knees hit the edge of the mattress. "You will like it. Trust me."

Waylon looked at the ground, biting his lip, considering the words. When his eyes canted back to Miles he gave the slightest nod. It resounded to Miles like a command backed by the crack of a whip. He immediately lunged forward, pushing Waylon onto the bed in the process and wasting no time in crawling on top of him. Miles paused for a moment to throw his jacket off and pull his own shirt off over his head.

Soft hands started at the top of his pants and slid their way up his stomach and chest, taking time to briefly investigate each dimpled scar decorating Miles' chest like white star bursts. Miles regretted that he had ever felt self conscious about the scar on his eyebrow. It was nothing compared to the mess after the Walrider had healed him in the underground laboratory. There was no disgust in Waylon's expression. He leaned forward and kissed a scar on Miles' shoulder with so much tenderness that Miles had to look away.

Miles could not remember a time when he was free of scars. He carried them everywhere. The physical scars, and the emotional ones. His parents, his childhood, his relationship with Chris, his failures with his career and love life. But Waylon knew them all—had seen them all, and still wanted him.

Miles leaned down, pressing Waylon into the mattress as he kissed him again, tongue dipping into his welcoming mouth, coaxing out moans and sighs. Their mouths worked against one another until Waylon's body was writhing subconsciously beneath him. Soon, Waylon's pants and were being unbuttoned by the phantom limbs as Miles pushed Waylon's shirt up and over his head.

Miles was on his knees, straddling Waylon as he looked down, watching the swarm's useful appendages pull Waylon's pants and briefs out of the way. Waylon stared up, green eyes blown, face flushed, lips parted, and Miles had the strongest wave of deja vu. It was like being back in the video. His groin throbbed at the memory. Months of classic conditioning left him completely helpless to resist running his fingertips over skin he had seen so many times, but touched only once.

The gasps and squeaks as Miles leaned in to lick a tan nipple reminded him of the video in surround sound. He wanted to hear all of those noises again, but live and in person. The Walrider knew how to make that happen. Waylon gave an adorable yelp when the dark strands hooked around his bare thighs and pushed them wide.

A lazy, pleased grin spread across Miles face as he sat up and rested on his heels, looking down at a spread and nervous Waylon. The fear only served to heighten his senses and quicken his pulse that much more. They could definitely use that to their advantage.

Miles slid his fingers up Waylon's thighs, brushing the tentacles as he did. There was sensation there, though different than actually physically touching. It was like a vivid memory. Miles could recall every detail, even though he had no actual sensation from touch. But the brain is the biggest erogenous zone on the human body, and having information from his own experiences, and the Walrider, made for sensory overload.

Miles avoided touching Waylon where he most wanted. Even without his enhanced senses, it was clear what Waylon was requesting. The way he stared down his body, watching, and pushing his hips up. Still, Miles denied him, stroking his hips, thighs, lower abdomen, anywhere but there. While Waylon huffed in frustration, a small tentacle made its first tentative traces of his creased hole.

"Miles," gasped Waylon, squirming away from the probing appendage. He pushed up on his elbows in a sudden fright. The tentacle retreated as Miles bent down to kiss Waylon's temple. "Is it safe to let the swarm inside of me like this?" asked Waylon.

"Probably not," Miles whispered hotly against Waylon's ear causing him to whimper adorably, "but it feels so good." He closed his teeth around his lobe without biting down. Waylon squirmed but the tendrils around his thighs kept him from getting far. "You're going to like it." The second time the tentacle pushed tentatively they found Waylon much more relaxed and accommodating.

Waylon threw his head back on the mattress and moaned as a tentacle entered. Miles licked hungrily at the exposed skin of Waylon's neck, scraping his teeth across flesh and sucking more purple bruises. There was no need to hold back this time. He could mark every part of Waylon. He was theirs for the taking.

The Walrider's buzzing was like a purr of contentment as it experimentally pushed inside. Miles could feel every reaction from Waylon's body as he was probed. The tentacle thickened and Waylon arched his back. It slithered and rubbed against his insides, and Waylon moaned. And then it felt with small strokes, judging each inhale, each noise, until it brushed against a spot that caused Waylon to jump.

Miles smiled, and the Walrider felt decidedly pleased with itself. Miles watched Waylon's face carefully as they continued to push careful pressure against the places inside that left him gasping and moaning. Green eyes went wide as he stared up at Miles, but each attempt to form a coherent word devolved into animalistic moans.

Waylon could not keep his body still, and Miles enjoyed watching it with his enhanced vision. He could see every bead of sweat, and even tell the difference in the heat radiating from the skin of Waylon's face compared to the intense heat originating in his groin. It was as fascinating as it was erotic.

"Miles," Waylon finally managed to pant out, lithe arms reaching out to encircle his neck. "I don't…" he bit his lip, but was unable to completely stop a chest deep groan. "I want it to be you inside of me."

"Mmm," said Miles, smiling down with his inky black eyes. "Soon. Right now, I just want to watch you. I spent so many nights admiring the way you look when you come. I want to watch it, in person, and memorize the things that don't translate to video. The way you sound, feel, move…" The sentence was punctuated with a particularly vigorous stroke inside of Waylon that left him gurgling incoherently.

"Fuck," panted Waylon. "Are you reading my mind, right now?"

"We can tell what you like," said Miles, grinning. "Watching your pleasure is the most erotic thing we've ever seen." It was as true that time as it was when Billy had muttered it weeks before.

Waylon moaned and seemed to abandon whatever resistance he had left. His hips rose off the mattress as he happily pushed back against the intruding appendage. Miles watched as a thick stream of liquid dripped down Waylon's ruddy cock. He licked his lips, and adjusted himself on the mattress until he could crane his neck down and slide his tongue along Waylon's length, tasting the salty precome.

Waylon's hands flew to Miles' hair, clutching the unruly brown strands, but Miles refused to budge. He continued to swirl his tongue across Waylon's weeping tip and tongued teasingly along his sensitive underside.

"Miles, no, I'll come…"

"That's the idea," growled Miles, ignoring the insistent tugging, and wrapping his lips around Waylon's head, sucking loudly. The new sensation caused Waylon's hips to fly off the bed and his nails to dig into Miles' scalp causing him to pull away and hiss. Immediately, coils encircled Waylon's wrists and jerked his hands over his head, effectively binding him.

"Wha…" Waylon looked around in confusion, eyes unfocused, as though unable to understand what had just happened. The return of Miles' mouth to his cock stole his attention back to more pressing matters. Miles craned his neck to stare up Waylon's body as his mouth moved up and down lazily. He pulled away with a lewd slurp to stare down at Waylon's stretched hole where the dark tentacle was undulating.

It was difficult to tell how it was moving due to the strange nature of the object. Miles knew it was stretching Waylon, gently and slowly, having finally reached a point of relaxation where Miles could comfortably dive in. The nanites even had a way to self lubricate that was extended to assist with making Waylon slippery and relaxed. Miles stared, moaning softly as he watched the edges of Waylon's hole, twitching and clenching around the foreign appendage.

"Come," said Miles watching Waylon's body as he lost the fight to prolong his pleasure. Waylon groaned and Miles quickly engulfed his cock again, taking him to the back of his throat. He held still when Waylon began to fuck upwards, wantonly taking what he needed. Miles pulled away, grabbing Waylon's slippery shaft in his hand and pumping it as he watched Waylon's climax.

Every inch of Waylon's skin was covered with a sheen of sweat and turned bright pink as he finished. His thighs tensed and balls jumped when he began to release. The first strand flew far, hitting Miles on the cheek before he could think to cover the head, catching the next few healthy spurts of thick seed. He watched in fascination as Waylon's opening pulsed around the Walrider, and streams of white continued to dribble down his shaft.

For a brief moment, Miles considered being jealous of the Walrider for being responsible for such a strong reaction. Then he realized it was as useless as being jealous of a dildo. It was just a tool, after all. Miles was the one using it.

Waylon was left panting, arms still held over his head. The tentacle impaling Waylon shrank and slithered away. Miles wasted no time. He practically leapt off the bed and quickly undid his own jeans, stepping out of them and then pushing his boxers off in a hurry.

He positioned himself between Waylon's legs. His own erection had grown achingly hard while being completely ignored in favor of Waylon's pleasure. Miles could not wait a second longer. He lined up the head with Waylon's hole and pushed forward.

A tired howl tore through Waylon as Miles filled him with one smooth thrust. Miles paused once he was buried inside and leaned down to kiss Waylon's sweaty cheek. "You're alright?"

Waylon gave some unintelligible response. Miles chuckled. He would know if Waylon was in any actual pain. And he could take it away. Miles pushed Waylon's legs up, spreading him further and pushing him into the mattress. He looked down at Waylon's foot, decorated with white scars similar to his own chest. The Walrider had healed Waylon the same as it had healed Miles. Still, Waylon seemed in need of some breathing time. Miles began to grind into him, slowly, kissing Waylon's sweaty face and giving him time to recover.

"I watched you for so long," whispered Miles, lips moving softly against Waylon's own. "I felt like a filthy pervert. You have no idea how much it hurt me to delete that file."

"It's still…It's still in my email," Waylon managed to pant out, green eyes cracking open as he smiled up at Miles. "You can watch it whenever you want."

"That's good news," said Miles, chuckling to himself. "Though I rather prefer the real thing to the recording."

"Is it as good as you remember, then?"

"Better," said Miles, pushing Waylon's hair out of his face as he pulled back enough to look in his tired eyes. "This time I'm able to tell you that I love you, and know that it's true, without doubting myself, or feeling the need to keep it a secret."

Waylon craned his neck up from the mattress, made more difficult with his hands restrained. His lips met Miles' in a hot, needy kiss. "I love you too Miles."

Miles groaned, pushing into Waylon with strong, slow thrusts. "Say it again."

"I love you," said Waylon, whimpering when Miles' response was to push in harder, faster. Miles covered Waylon with his body, kissing his sweaty face, feeling his hot insides tightening, squeezing him. Miles was lost until he felt a new sensation stroking around his puckered hole. Miles stifled a laugh.

"What?" asked Waylon, opening his eyes and struggling to breathe.

"N-nothing," said Miles, grinning. "I'm just…really happy."

"Me too," said Waylon, smiling until Miles began a new, harsher pace, each movement pushing Waylon slightly back on the mattress.

Miles closed his eyes and let his head fall back as he felt the Walrider's tentacle breach his entrance. It was not the same as being touched by someone else—it was more like touching himself. Still, touching himself was not bad. The feeling of the appendage thickening and starting to slither and push inside of him had Miles groaning as he slid his hands under Waylon's ass and squeezed.

Miles pushed up to get a better angle he saw that Waylon was hard again. His cock had left a slick smear of moisture on Miles' stomach where he had been on top of him. Miles grinned devilishly at Waylon. He could live happily seeing Waylon like that every day. To his surprise, Waylon began to buck his hips up from the bed, meeting Miles' enthusiastic thrusts.

The tentacle plunging into his ass, combined with Waylon responding anew to his onslaught left Miles teetering on the edge of his own climax. He clenched at Waylon's body as he rut against him, chin hitting his chest. The sensory overload was finally taking its toll. Within a moment, Miles jolted, and his movements became erratic as he cried out, erupting inside of Waylon.

His hot seed eased his continued movements, leaking out around his cock as he milked out the last of his orgasm. He could feel Waylon's body spasming around him, and Miles grinned as the Walrider's helpful tentacles released Waylon's wrists and new ones appeared to slither their way around his erection. Miles stayed inside as long as possible while Waylon thrashed under him, whining piteously as the Walrider drew out another orgasm from his already exhausted body.

Miles finally withdrew and the Walrider's tentacles all vanished in a strange mist. He stared down at the raw, pink hole dripping with his handiwork and smiled, appreciatively. He turned to find something to use as a rag, and bumped head first directly into the swarm's humanoid manifestation.

"Whoa, hey," said Miles, rather confused. He had not had any further need of the Walrider right then, and it definitely knew it…and yet there it stood. "Um, thank you. That was…"

"Fucking fantastic," said Waylon from the mattress, mostly mumbling in his tired, post coital haze.

"What he said," said Miles, grinning as he brought his face closer to what could be considered the Walrider's neck. He brushed his cheek affectionately against the swarm and found it solid, as usual, and it purred contentedly at Miles' gesture. By the time Miles opened his eyes, the swarm was disintegrating back to its natural form as individual microscopic robots.

Miles had the distinct feeling that the parts that were Billy were excited to have finally experienced actual sex between two people. It made Miles sad to wonder what maybe could have been, had Billy lived. Maybe they really would have all lived happily ever after. But Miles would have to be content with this.

And it wasn't horrible. No, Miles had seen horrible. This wasn't it.

After Miles finished cleaning up Waylon with some disposable kitchen towels, Waylon pulled him down onto the mattress and snuggled close against his chest. "Can't we just stay here?" asked Waylon, whimpering

"Are you trying to say you want more?" asked Miles, grinning. Waylon only groaned.

"Ugh, Miles, you're a machine…"

"Part machine. I'm mostly human…"

"You're all impossible," said Waylon.

"You love me," said Miles.

Waylon just shook his head and snorted, kissing Miles affectionately on the cheek. "From the moment I met you."

"We've lingered long enough," said Miles, forcing himself to pull away from where Waylon was clinging to him. He would have stayed forever, if he could. "We won't let anything happen to you. But we will all be happier once we're away from Murkoff, in our own place. I'll get a job, you can get a job…things will work out."

Despite the exertion, Miles had no trouble carrying down the last boxes. They were heavy, but not for the swarm. The Jeep was completely filled with the necessities. The rest was expendable. The documents were in order—Eddie had delivered. At least he was good for something.

No sooner were they on the road than Waylon fell asleep with his head lolling against the window. The Walrider kept the car on the road. Miles was able to watch Waylon sleep, amazed that after all the hell they had experienced, he might actually get out with some small semblance of happiness. He pulled his eyes away and realized they'd traveled a long distance down the highway without him realizing it. Soon they would arrive at their new home and start a new life—together. All three of them.

Author's Notes: You know, it takes a lot to make me blush these days, and that epilogue definitely did it so, sorry about that. The tentacle sex got a little out of hand. I suppose that's my take on the Walrider. Assuming it didn't kill Miles and take over, it wouldn't really talk or have thoughts it would just kinda, computer, and operate on a really basic level, while learning and adapting, so it would keep some traits from Billy? And learn some from Miles? Oh, did you like that self lubricating bit? I know, I'm a ridiculous author.

So this story is officially my longest Outlast story. I really want to write a tumblr post (justapegacorn is my tumblr) about this one like I did for my last work because there is SO MUCH I wanted to say along the way. You see, the story started as a roleplay with Painty where Eddie wasn't abusive, and Billy and Miles lived in the end and started a really awkwardly adorable relationship. And I liked it so much I wrote them their own awkward romance here. As I was writing it though, I realized Billy wasn't gonna make it. That didn't make people happy. Then as I was posting it, I started falling more and more in love with Billy. And I committed the cardinal sin of trying desperately to save my darling. First, I thought he could survive with Miles as new host. But that meant Waylon had a pretty crap ending. So I wrote a really long and complicated redemption arc for Eddie. Yeah, he went to the asylum with them. It was unintentionally hilarious and I loved it. Except it kinda took away from the original ending and vision of it being a love story for Waylon and Miles. Chapter 1 starts setting it up, he's always loved Waylon, he's lusting after him, and to change half way through made all that Waylon stuff become some red herring instead of the intended foreshadowing? Anyways, I'm rambling. This story took longer than necessary because I rewrote the middle about five times. Eventually I tried to just CUT like, 20k words and get it done quick. In the end, I am pleased that I stuck to the original vision, and I made it as long as it needed to be. This is legit the one thing I have written that I am most proud of. So thanks for reading.

Thanks for the reviews Toru9, toona666, zazaz. I'm not thanking DeejayMil she was doing me a favor and critiquing my work lol. She's awesome though.

And of course, Painty, thank you for allowing me to rip out parts of our story to create this work. Your input on the plot and characterization were so crucial to forming this story and glasses Billy with his streaky hair was all you man.