Disclaimer: I don't own Dead Poet's Society. If I did, I'd have Charlie chained to my bed and... well, I just wouldn't have time to be writing fanfiction.

A/N: This was written for DeadPoet0712 who encouraged me to get back into writing. She requested some Neil/Todd smut so I was happy to write it for her. I haven't written anything in awhile so if there's something you see that needs inprovement, don't hesitate to let me know. I already have some ideas for a few one-shots I'd like to get written. Enjoy and please, review.

Todd Anderson is a distraction. Neil figured this out fairly quickly after the two became roommates but the amount of time he spends either staring- unashamedly, of course- at or thinking about Todd has been on a steady rise since the start of the school year.

Neil likes it best when he writes. He's come to notice little things like the slight crease that makes it appearance in between his eyebrows when he's frustrated or the way his eyes will sort of shimmer when his syntax falls perfectly into place the way he wants it to or Neil's personal favorite- the way the corners of his mouth will pull up into a wry little grin when he finishes something he's proud of. He thinks Todd has maybe picked up on this because he writes a lot. More than he ever did before. And Neil always watches.

Todd's sprawled out on his bed with his knees up and a notebook leaning against them. He's staring down at the paper in front of him as he twirls his pencil between his thumb and index finger absentmindedly, chewing hard on his lower lip.

Neil's own notebook is almost totally blank, save for one word. The. That's as far as he's gotten with his poetry assignment as he finds watching Todd much more enjoyable.

A small, contented sigh reverberates in the back of his throat and apparently, does not go unnoticed by Todd. His head snaps up and a light blush begins to seep across his features, his eyes growing wide with surprise. "Neil?" Todd doesn't like being stared at, especially so intently. Especially by Neil. It makes him uncomfortable; self conscious.

He receives a shrug and an impish grin as a response and Neil tosses his notebook to the side as he scrambles off of his bed and onto Todd's. "Need some help?" he questions nonchalantly, waving his hand in the direction of the other boy's scribbling.

Todd's eyes widen all over again at Neil's sudden close proximity and his heart begins to pound behind his ribcage. Neil always tends to have this effect on him and Todd doesn't think he'll ever be able to get over it. He doesn't mind, really. Neil makes him giddy. Happy. The thrill he gets from a simple look or touch- the ones that send both his mind and hormones into overdrive- is actually quite pleasant.

"Uh, s-sure. I... I can't figure out how to end it."

Neil leans over his shoulder and stares down at the poem, his eyebrows knitting together in concentration. "What's it about?"

Todd shudders at the feeling of Neil's hot breath tickling the sensitive skin of his neck and it takes him a moment to realize he'd asked him a question. "Oh. Oh. Uh..." He licks his suddenly dry lips and lowers his gaze to the blanket beneath him. "Y-You," he admits in a timid whisper.

Neil opens his mouth to respond and quickly snaps it shut, realizing he has nothing to say. Todd's confession has rendered him speechless. They've been together awhile- if they could call it that, anyway. It's not the typical definition of a relationship. It's more timid touches and comforting snuggles and longing looks but it's them. It's Neil and Todd, the actor and the poet, and everything they love about each other and for them, it's beautiful. They've both been skittish since the start, never fully acknowledging the dramatic shift in their relationship so for Neil; the poem seems like a good start.

Neil looks back down at the wrinkled paper with new eyes and his heart swells with a sense of pride knowing the words written are about him. They flow across the page in a seemingly effortless manner, blending together perfectly and reminding him why Todd's finesse for writing never fails to astound him. "It's good," he murmurs. "It's really good."

Todd lifts his gaze again and his blush returns. "Thanks." He's rewarded with a soft kiss planted at the nape of his neck and a cool hand ruffling his untidy hair. He ducks away from Neil, playfully swatting his hand away.

Neil musses his hair again and elicits a soft growl from the sandy haired boy.

Scowling, Todd turns around but before he has the chance to open his mouth, Neil utters a wild laugh and pins him to the bed. Todd simply rolls his eyes as he struggles half-heartedly against Neil's grip. "Let me up."

"Nope."

"Neil, come on," he whines, placing his hands on his shoulders to attempt to push him back.

"Uh-uh," Neil replies, shaking his head. He stares down at Todd as he laughter dies off, cocking his head slightly to the side as he studies him.

Todd's blush is back, coloring his cheeks a light crimson. He begins to say something but his comment is cut off by a pair of lips pressing hesitantly to his. Neil begins every kiss the same way. Cautiously. As if he still fears Todd may reject him or turn around and run.

Todd breaths a small sigh as his eyes flutter shut and he returns the kiss with a little more conviction. He winds his arms around Neil's neck and places a hand on the back of his head, holding him firmly in place.

Neil takes the hint and deepens the kiss. He runs his tongue along the seam of Todd's lips and waits patiently for him to screw up the courage to part them. Todd doesn't seem to hesitate as long as normally does and a quiet moan tumbles from his parted lips as Neil's tongue swirls around his mouth and then tangles with his own- awkwardly at first until they fall into a familiar rhythm.

Todd's breath catches in his throat when Neil slips his hand under the soft material of his sweater, trailing across the soft skin of his hip. He pushes the sweater up farther as his fingers dance across the planes of Todd's abdomen and chest, leaving a trail of goose bumps behind.

His hand freezes in place and he pulls back from the kiss, his brows furrowing again. "Cold?" he asks with genuine concern.

"N-No," Todd admits, drawing his lower lip between his teeth.

Neil smiles smugly when he realizes Todd's reaction has stemmed from pleasure. He easily tugs off his sweater and drops it to the floor. Todd's heart begins to hammer rapidly and almost painfully in response. He locks eyes with Neil and his tongue darts out to wet his lips again. With trembling hands, he slips off Neil's flannel and pulls his tee-shirt over his head.

A silence falls over them and they remain still for a minute, each challenging the other to make the next move. They've never gone much farther than this and they're now pushing the unspoken boundary for their relationship.

With a sudden burst of confidence, it's Todd who initiates the next kiss. He tangles his hand into Neil's hair and pulls him forward, crashing their lips together fervently. Caught off guard by his sudden action, Neil's own confidence wavers and he waits a moment before returning the kiss. It's never been like this- all tongue and clashing teeth and impatience but he likes this side of Todd.

When the need to breathe becomes too great to ignore, they spring apart and struggle to catch their breath.

Todd's just barely been able to regulate his breathing when he inhales sharply as Neil's hand suddenly slips down his side and comes to rest at the top of his belt buckle. He swallows thickly and stares up at him with comically wide eyes, surprised to find Neil's own pupils blown wide and darkened with lust.

"Is it...c-can I…?" Neil's having an uncharacteristic struggle for words and he waves his hand around widely, trying to communicate the thoughts he can't seem to say.

Todd simply nods, a bit amused by this side of Neil. He's never once seen him flustered or unsure of himself. He begins to gnaw on his lip impatiently as Neil stares down at his belt buckle, his face screwed up in concentration. "Neil. You don't... have to."

He breathes an awkward chuckle and the tips of his cheeks turn pink. "Iwantto," he admits in a jumble of words. He clears his throat. "I want to," he says again, more certain this time. Neil doesn't hesitate any longer. His hands are shaky and sweaty and he fumbles a little as he concentrates on freeing the leather from the metal and then the leather from the loops holding it in place.

Todd's breaths tumble out in short little pants. He doesn't dare speak or move for fear of startling Neil and ruining something he's waited for for so long. His heart continues to pound up against his ribcage and his own pulse is thundering loudly in his ear. The rush of everything going on is a new feeling and frankly a little overwhelming but exhilarating all at the same time.

Neil smiles down at him reassuringly and nuzzles his nose against the soft skin of Todd's neck, pressing a light kiss directly over his pulse point. "Calm down." Coming from Neil, whose voice is high and unsteady, the statement seems a little ironic. Todd manages a brief smile and presses a kiss of his own to the side of Neil's head.

Neil continues to plant feather light kisses on Todd's neck as his hands work on unbuttoning his pants. It takes him a few tries, but he finally succeeds and tugs the zipper down. Todd instinctively lifts his hips and shimmies a little, helping Neil to pull them off. His blush returns again, developing into a full fiery red as he begins to undo Neil's belt. His hands are no steadier and they slip and slide all over the place, causing Neil to groan quietly against his skin.

"S-Sorry."

"'S okay," he mumbles bashfully.

Todd manages to reduce Neil to a similar state of undress just as Neil curiously bits down on his neck. Todd yelps in surprise and releases and strangled moan of his name. Spurred on by his reaction, Neil applies a little more pressure when he bits down the next time, running his tongue over the sensitive bruise that's beginning to flare up. Todd gasps and squirms beneath him, wrapping his arms around Neil's waist tightly.

His skin feels like its on fire; every individual nerve ending like a live wire. He shudders as Neil presses a searing trail of hot kisses down his neck and brushes his teeth across Todd's collar bone. He has no idea what he's doing- simply following his instincts- but the whimpers and gasps he's eliciting reassure him he has to be doing something right.

Todd claws at his back, struggling to push him upward and away from sensitive area. Neil relents and lifts his head. A small smile spreads across his face as he glances down at Todd's messy hair, swollen lips, and red cheeks. "You're cute you know," he mutters, brushing a strand of hair out of his eyes.

He can feel his face heat up in embarrassment. "T-Thank you."

Neil keeps his eyes locked on Todd as he hooks a finger under the waistband of his boxers. Todd continues to blush and resorts back to chewing on his lip, his eyes slipping closed as he gives the okay for Neil to continue with a slight nod of his head.

Neil doesn't say anything when he pulls them off and he reminds himself not to stare. He leans down to capture Todd's lips in a kiss as he repeats the action for himself. He experimentally grinds his hips against Todd whose eyes snap open with a wild gasp. Todd squirms again and Neil cautiously wraps his hand around him.

A loud groan tears its way out of Todd's chest and he jerks his hips up into Neil's hand in encouragement. "Neil. Oh.... Oh God."

He obliges, squeezing a little harder and swiftly pumping his hand upwards. His next thrust is a little slower, a little more cautious- trying to find himself a rhythm that works. "Is that.... o-okay? Uh, good?"

"Y-Yes," Todd breathes, tossing his head back against the pillows.

Neil, more certain of his actions, pumps a little faster and reattaches his lips to Todd's neck. He doesn't linger for very long and after a few soft kisses and rapid thrusts, Neil lets go and sits back on his knees.

Todd whimpers in disdain and props himself up on his elbows. Neil is studying him again with wide, eager eyes in a way that would make him feel uncomfortable in any normal situation. But this isn't a normal situation and he revels in the attention. It makes him feel confident rather than self conscious.

"I've never.... you know, d-done this before," Neil says after a moment of silence. His voice is low and husky and the sound sends a jolt of arousal through Todd.

He swallows to eliminate the lump forming in his throat. "Me either."

"I-I don't want to hurt you."

Todd swears he can feel his heart skip a beat. "You won't," he murmurs reassuringly, placing his hand on Neil's cheek and gently stroking it with his thumb. Todd knows he will, that what they're about to do will actually probably hurt very much, but he trusts Neil and he wants this. The pain seems like a small price to pay.

Neil tilts his head into Todd's hand and smiles at him. He takes his hand and presses a kiss to his palm and his heart rate increases in speed again. Todd manages to roll over onto his stomach and Neil lifts his hips, pulling him up onto his knees. He's glad Neil can't see his face because he's certain his cheeks are going to be permanently stained a violent shade of red from all the blushing he's been doing.

Neil's runs his hands down Todd's back, gently kneading the soft skin in an attempt to get him to relax a little. He doesn't want to hurt him any more than he has to and Neil reasons that being tense is the last thing he needs. His hands come to rest at the small of his back and he leans down to press a gentle kiss to the spot. He wets his finger with his tongue, trying to make it as slick as possible, before pressing it against Todd's entrance.

Todd utters a sound that's a combination of a groan and a whimper. The intrusion isn't all that painful; it's more uncomfortable than anything. He buries his head in the crook of his elbow as he pushes his hips back against Neil's hand. Any doubts Todd had slowly begin to vanish as Neil continues to prep him. By the time Neil's added a third finger, Todd is working to meet every movement of his hand. It's almost like teasing, in a way. He knows Neil is only trying to help him but he's driven him past the point of need.

"N-Neil," he gasps. "P-Please. Just… go."

Neil debates for a moment before relenting and removing his fingers. He spits into his hand and slicks up his cock, letting a low hiss slip through his teeth when his fingers come in contact with the sensitive skin. He positions his hips and lines himself up with Todd's entrance, pressing soothing kisses to the back of his neck and shoulders as he slowly pushes forward.

He hears Todd's sharp intake of breath and the yelp of either pain or surprise- possibly a bit of both- that follows but he doesn't stop until he presses all the way inside. Stopping hurts; literally makes him ache to the point where he wants to forgo stopping all together but the tiny choked sob that Todd utters causes his heart to ache worse.

He murmurs a repeated apology as he showers kisses all along his back and winds an arm around his waist, gently stroking his stomach in a gesture not meant to be sexual- just intimate. Intimate and loving and comforting and with it, Todd slowly begins to relax.

It hurts more than Todd expected it would but he slowly adjusts. Several agonizing- for both parties involved- minutes tick by before he's able to fully relieve the tension in his body. He's thankful Neil is helping to hold him up because he doubts he could support himself on his shaky arms and collapsing at a moment like this doesn't seem like it'd be a good thing.

Neil tries to be gentle as he pulls out and thrusts his hips forward again but Todd still cries out- though it's much quieter this time. "A-Are you okay?" It seems like a stupid question considering the fact that, no, Todd is not okay but that doesn't stop it from bubbling up in his throat anyway.

Todd is silent while he debates his answer before nodding his head. "Fine." And he is. Or he will be. The pain is slowly starting to subside; it's more of a dull ache than a piercing burn now and underneath the haze of the pain is a slowly burgeoning sense of pleasure.

Since he's not met with any resistance, Neil continues on. His first few thrusts are slow and shallow and quiet groan tumbles from his lips as he tightens his grip on Todd.

As Neil's hips rock forward, Todd's move up in an attempt to match them and they're able to fall into a rhythm. Neil's thrusts become faster and a little more erratic and sloppy; probably rougher than they should have been, despite his best efforts to keep them gentle.

Todd gasps loudly and releases a low groan when Neil angles just right and hits his spot "G-God. Neil."

Neil's eyes widen and it's becoming difficult for him to drag this out any longer. He speeds up, making a conscious effort to hit that spot every time. The effort of holding off on his relief is beginning to take its toll on him so he slides his hand down from Todd's waist and wraps his fingers around him; matching the rhythm of his thrusting with the movement of his hand.

Todd utters a choked moan and a series of low whimpers start to fall past his lips. It doesn't take him very long, maybe a minute tops, before Todd comes with a shout and bites into the soft cotton of his pillow to quiet the sound.

Neil thrusts steadily and he's barely able to swear under his breath before he comes; stilling his hips and tossing his head back with a violent shudder, groaning out Todd's name.

Todd collapses onto the bed with a soft grunt and Neil tumbles down on top of him. He buries his face into the crook of Todd's neck as he pants, struggling to catch his breath. He waits until his breathing has fallen back into a regulated pattern before pulling out and rolling over onto his back.

Todd flinches as he turns and curls up into Neil's side. He's sore and he doesn't doubt that'll linger for a few days but the pain is worth it. He presses a kiss to Neil's sweaty chest and is silent for a moment before he begins to laugh.

Neil stares down at him with a silly grin and wraps his arms tightly around him. It doesn't happen as often as it should but he loves it when Todd laughs. "What's so funny?"

"I-I can't believe we just did that."

When the shock of it all hits Neil as well, he also begins to laugh and tightens his grip on Todd. "You know what?" he asks, leaning down to kiss the top of Todd's messy hair.

He closes his eyes as his laughter begins to quell and shakes his head. "What?"

Neil grins up at the ceiling. "You know how you couldn't find an ending for your poem?" He waits for Todd to nod before continuing. "I think that was the perfect one."