Manny awoke with a start. Something had disturbed him, but he wasn't sure what. He lay still as his eyes adjusted to the dark of his room. Then the sound came again, what was that? It sounded like… it was.. somebody was crying. But who? The only other person in the flat was Bernard and it wouldn't be him, would it?

Manny listened as the sobs became louder; it was Bernard, what could have happened? Without thinking Manny threw back his sheets, gasping slightly as the cold air touched his skin, before slipping into his robe and heading for Bernard's room, concern written across his face, what could have hurt his friend so?

Manny approached Bernard's door and reached out for the handle, and then paused. Would Bernard really appreciate Manny seeing him like this? Bernard was never keen to show his emotions. Manny began to turn back to his room, when another sob made up his mind for him, damn the consequences, his friend was in pain.

Manny opened the door slowly, peering around it , "Bernard, is everything OK?"

"I.. it's nothing, I just..err.. "

Manny was now inside the room and making his way over to where Bernard lay sniffling wrapped up in layers of blankets.

"Come on Bernard you can tell me." Manny perched on the edge of the bed, compassion etched on his face and Bernard felt that he could tell, that he could trust this strange man who had entered his life, almost from nowhere, a few years earlier.

"It's silly really, I was having a dream, I can't remember exactly what, but it wasn't good, then I woke up and I .." Bernard paused, tears still glistening in his eyes, feeling both silly and yet comforted at having someone to confide in. "I woke up with the absolute certain knowledge that I was alone, and I always would be… I don't want to be lonely Manny."

"You're not alone Bernard. You have Fran, me, you know we'll never leave you."

"But you will, don't you see. Fran is bound to find the right man eventually, and you, you'll move on, find a life of your own. Where will that leave me?"

Manny smiled softly at his friend, "Oh Bernard, that won't stop us being your friends, we'll still be here for you, I promise."

Bernard smiled back, "I told you it was silly."

"I should go back to bed.. don't worry Bernard, everything will be fine."

"Would you stay, just for a little while, till I fall back to sleep."

"Of course I will." Manny moved slightly to get a more comfortable seat on Bernard's bed, only to see Bernard pull back the covers.

"No point in you getting cold is there?"

Shrugging Manny agreed and climbing underneath the covers he lay quietly at Bernard's side.

After a few moments Bernard sighed, turning over, his arm stretched out coming to a rest across Manny's chest. As the minutes passed Bernard's breathing became slower, calmer, memories of the nightmare ebbing away into the dark. Bernard shuffled again, his bare arm had become cold and he snaked it underneath the covers settling again over Manny.

Manny was becoming uncomfortable; it wasn't the bed, that was fine, nor the presence of Bernard's arm. No, it was the strange effect this situation seemed to be having on him. As the seconds ticked by Manny found himself becoming more and more aroused by the slumberous Irishman lying beside him. He turned his head slowly to look at Bernard. Bernard's eyes were closed and he looked on the edge of sleep. Just a few more minutes and Manny could slip out and back into his own room. Bernard need never know. He couldn't bare it; Bernard would never forgive him this.

Just then Bernard stretched again, his arm moving lower, until it came into contact with the evidence of Manny's arousal, obvious even through the thickness of his robe.

"Manny… what?"

"God Bernard I'm sorry, I don't know what happened… really I didn't mean……"

The rest of Manny's stumbling apology was swallowed as Bernard leaned over and kissed him passionately. Manny gasped with a mixture of surprise and pleasure.

"Bernard?? I don't understand.."

"Shh Manny, it's OK, trust me."

"I do Bernard, I do." Manny smiled as he felt Bernard's mouth on him again, the urgency in his kiss, his tongue probing and exploring Manny's welcoming mouth.

Bernard raised himself up slightly on one elbow, looking down at Manny's face. Manny raised his hand to stoke Bernard's cheek, the skin was so soft, hardly any trace of stubble. Bernard moved his face against Manny's hand, enjoying the feeling of being touched in this way, so gently, yet Bernard could tell by the lust in Manny's eyes that great passion lay just beyond this simple touch.

"Oh god Bernard, " Manny's voice was hushed, full of unknown desire. Manny's hands trembled as he reached up and sank them into the thick welcoming mass of Bernard's hair, pulling Bernard down to him, losing himself in the warmth of Bernard's mouth.

Slowly Bernard's mouth moved down across Manny's chin, kissing, biting, never pausing for a moment in it's exploration. Bernard thrilled at the feel of Manny's beard under his lips, the exquisite sound of Manny's moans, and then continued his journey across Manny's throat to his chest, pushing apart the robe as he went.

Bernard's hand was guiding his way, stoking Manny's chest, stomach, pausing to undo the robe's belt across his middle, finally revealing the proof of Manny's desire. Manny gasped as he felt Bernard hand slide gently over him, fingers wrapping themselves around his throbbing erection. Bernard's hand moved with a slow steady rhythm, causing Manny to grip the mattress, his body more alive than it had ever been, aware of every movement, feeling the warmth of Bernard's breath on his skin, the soft lips and gentle tongue never ceasing in its caresses.

Then Bernard's mouth found it's way to the object of desire, Manny cried out in pleasure as he felt Bernard's tongue running the length of his cock before wrapping his lips around it, continuing the motion he had begun with his hand.

Bernard was aware of Manny's hands reaching down, gripping his hair, urging him on. Bernard's mouth began to move faster, sucking, gently at first, but then harder in response to Manny's cries.

Bernard had never felt this aroused before in his life. He could tell by Manny's breaths, coming faster and heavier now, that his orgasm was not far away. Then Manny's body tensed for a moment before, gasping, his passion spilled from him, filling Bernard's mouth.

Finally, when Bernard felt Manny relax, his hands falling to his side with a satisfied sigh, Bernard moved his mouth, tracing his journey back to Manny's face with his tongue.

When they were face to face again Manny looked at this man with amazement, the man he had known for so many years and never once….. Then Manny noticed the desire sparkling in Bernard's eyes, and with renewed energy pushed Bernard softly back onto the bed. Following the pattern set moments earlier, Manny ran his mouth along the length of Bernard's body, marvelling at the soft smooth skin, the firm stomach before finding it's way around Bernard's cock. Sucking and teasing, Manny enjoying the sounds of pleasure he was causing. It wasn't long before Bernard's body began to shake with the force of his orgasm, reaching down stroking the velvety softness of Manny's hair while Manny satisfied him in a way he never knew possible.

And then they just lay quietly in the dark, both men sated, holding each other in a gentle embrace.

Manny was unsure what this all had meant, was afraid to ask, was it just the fear of loneliness that had made his friend act in this way?

Bernard was the first to break the silence, "I know I can be mean to you sometimes Manny," he admitted, "But you do manage to annoy me so much!"

Manny smiled, "Well at least now I know a way to make it up to you."

Bernard considered this for a moment, "Does this mean that every time you annoy me in the future I can expect some great sex?"

"Yes, I suppose that's what I'm saying."

Bernard's face lit up with a wicked grin, "That's good then, because I think I am going to find you VERY annoying from now on !"