Disclaimer: Things changed a lot from last chapter, to this chapter… No they didn't, I still don't own anything other then a perverted mind and I illegally downloaded that.

Warnings: Same warnings as in the first chapter apply

Okay, after showing it to him, nii-san said he would have liked it if there was oral, but I couldn't really change it just to have that without doing major rewrite, so… I've now written this alternate version. Not so different in regards to theme/setting/ect. other then the aforementioned change (with a little extra…). In fact, the beginning is exactly, word for word the same. In case you just want to skip to the new part without the part you've already read, I've put the exactly the same part in italics so you can easily see where it cuts off. Enjoy! :)

Will hadn't known before entering the room that Horace was there. Or what the boy was doing. If he had, perhaps he would have tried to be more sneaky about his entry. Perhaps he would not have entered at all. But that was irrelevant speculation, because he had entered and he had been noticed by the other boy, who had given a frightened start at the smaller boy's entry, nearly falling off the bed he had been sitting on in the process. Will wasn't sure what his ward mate had been doing, but he looked thoroughly embarrassed. And with the lingering soreness of a couple bruises from the two's most recent fight (which the smaller boy had been on the losing end of) Will was not about to let this possible opportunity to get back at the other boy slide.

"What are you doing?" Will asked falsely innocent curiosity shining in his large brown eyes as he stepped all the way into the boys' sleeping quarters, empty now in the middle of the day besides the two of them, and closing the door behind him.

"None of your business! Get out!" Horace, flustered, shouted as he frantically tried to refasten his pants.

What had he been doing taking his pants off? Will took no heed, stepping towards the bed against his ward mate's wishes. The smaller boy vaguely wondered if he was putting himself in danger of getting punched, but this was far too interesting. He stepped closer, now standing by the bed right beside the other, glaring boy.

Will's eyes widened a little when he saw what the other boy had been trying to hide. Pants still undone, the larger boy's erection stood proud, large and wet from the trail of pre-cum seeping out the tip, his hands still near, though no longer actually touching it.

He'd been trying to take care of it on his own, but… Horace's face flushed with embarrassment as Will continued to stare silently.

"I-I told you to get out!" the larger boy shouted again, embarrassment coupled with his growing need to finish off causing him to stutter a bit.

Horace was horrified when not only, did the smaller boy not comply with his command, but crawled onto the foot of the bed in front of him, still looking intently at his erection and the unmoving hands next to it.

"W-what do you think you're-"

"I want to see what you were doing" Will's eyes were wide and innocent as he continued to stare shamelessly at the other boy's cock. He wasn't quite sure where his fascination stemmed from, but he needed to see this.

Oh no, Horace was not going to continue what he was doing in front of the other boy. But Will was making no moves to leave. And the ache that came with every second of not touching his hardened length was getting worse. It now begged for contact, but he firmly resisted the urge, moving instead to angrily try to shove Will off the bed.

But Will, persistent as he was when something caught his interest, managed to hold on tight to the bedding, shoving back at the other boy when he tried to knock him off again. Though Horace was bigger, Will's position had more leverage, and when he pushed back, ended up knocking the other boy down onto the bed, falling gracelessly on top of him.

The action of falling on top of him had already caused some unwanted friction between the larger of the boy's erection and the smaller's body, but matters were only made worse when in an attempt to gain leverage to push himself back up, Will's hand inadvertently (or not, sneaky as the boy was) touched it. The action made Horace moan and arch back a little, and whether or not his action had been intentional, Will definitely noticed.

Will smirked, now knowing he was happily in control. He touched it again, more purposefully this time instead of just an accidental brush of the hand. He gripped it, rubbed up and down a little. Doing anything that seemed to invoke that pleasurable reaction from the one beneath him. Why he was doing it, he couldn't say, but neither could he make himself stop.

Horace, managing to regain some of his senses, yelled at the other boy to quit it, but Will wasn't listening. Instead of backing off like his ward mate had told him to, the smaller boy grew more bold. Will scooted himself back a little off the other boy, allowing Horace to sit back up, but that was not the goal. Before Horace could stop him, Will leaned down, running his tongue up the length of his ward mate's cock, licking up the dripping pre-cum as he went.

"A-ah…! D-don't- hnn- do that…!"

It was a classic, "the mouth says no, but the body says yes" situation as when Will took it a step further, tentatively at first, taking just the tip of the other boy into his mouth Horace's reaction was to thrust his hips upward, further into Will's mouth and at the same time his hand roughly grabbing the smaller boy by the hair, holding him down.

In fact, it didn't take long for it to become both the body and the mouth saying yes. Horace was now, between moans and pants, goading Will on in his actions, forcibly yanking him down farther when he didn't think he was taking enough.

"Mmph!" Will pulled back surprised, choking a little when Horace came into his mouth. The boy's initial reaction was to spit the stuff out, but instead, some spontaneous instinct made him swallow it.

Actually, it didn't taste that bad, he mused. Will wiped a hand over his mouth, cleaning up the semen that had dripped there, looking at it thoughtfully for a second before licking it off.

The other boy's face turned bright red at the action.

"Ew! Don't eat it, you little freak!" Horace shouted, throwing his pillow at Will, who not paying attention to him didn't manage to block it and was hit right in the face.

In the short time it took Will to shove away the pillow missile, Horace made his move, grabbing the other boy and forcibly flipping him over so that he was now on his back, the larger boy above, pinning him.

Horace smirked fiendishly. Will was going to get it for that little stunt. The little twerp thought he could overpower him? Heck no!

But… wait… Will didn't look scared like he should. Horace glared down at the other boy's expectant expression. Pervert.

The larger boy continued anyway, roughly pulling his ward mate's pants off. He felt Will shudder underneath him, and saw that the other boy was already hard. Double pervert. Horace glared harder before lifting one of Will's legs, hunching over, he ran his tongue down the length of his thigh. He ignored the other boy's erection, realizing how easily he could make him suffer that way.

Will quivered and moaned underneath him as Horace ran his tongue just about everywhere except where he wanted it.

Horace pushed Will's shirt up nearly over the smaller boy's head as he continued his tongue's journey up his small torso.

As his tongue was lapping and sucking at the other boy's skin, his hands seemed to grow bored, and he found himself idly caressing his ward mate's ass.

Will was letting out little whining keening sounds now, his small body writhing underneath him. During his ministrations, Horace hardly noticed that he was becoming aroused again himself until he felt his erection brush against Will's in an oh so pleasant way.

The larger boy continued what he was doing, allowing their lengths to rub together as he did so and sending bursts of pleasure through both their young bodies.

Absentmindedly, Horace began to prod a finger at the smaller boy's entrance. Will cried out a little when he stuck it in.

"T-that hurts! What are you doing?" Will whined, his undeveloped voice rising a little further in pitch, as he tried in vain to sit up.

"Shut up, and stop being such a baby", Horace said, refusing to take out the finger, instead wiggling it around a little bit causing Will to whimper and struggle a bit more.

"It hurts…!" Will whined, his eyes starting to water.

Horace rolled his eyes, but took the finger out, spitting on it. "This better?" He asked, shoving his now spit slicked finger back in.

"A little…" Will still didn't seem to like it, but the other boy added another finger anyway.

"A-ah! Why'd you do that…?" The smaller boy protested, trying to wriggle himself away, but still to no avail as Horace kept him down.

Horace scissored his fingers experimentally, intrigued by the new territory he had discovered.

Will cried out, but not in pain this time. The smaller boy clenched his eyes shut, gripping the sheets in his small fists. Something Horace's fingers had touched in there had made him feel really good just then.

Horace gave him a skeptical look. "You liked that?"

Will nodded, panting, "t-try to do it again…"

Horace complied, fingers brushing that same spot, making Will's small body arch back as pleasured moans escaped his lips.

Will was still distracted by the wave of bliss when Horace took his fingers out. Moving back, and pulling the smaller boy's legs up a little, the larger boy quickly aligned his erection with the hole and pushed himself in before his ward mate could protest.

Will cried out in both surprise and pain, and maybe a bit of pleasure.

"H-Horace, what are you-? Nn… ungh…!"

Horace didn't answer, but as he pushed in and out, the pain slowly started to subside, and then the other boy hit that spot again and any discomfort was all but forgotten.

They both came messily not long after. Horace collapsed on top of Will, and they both lay together in a gasping, panting heap.

"If you ever say a word about this to anyone…" Horace started threateningly, and Will laughed much to the larger boy's annoyance. There was no way Will would be letting this secret out to anyone. Not in a million years.

As far as both boys were concerned, this didn't change a thing. They were still bitter enemies. And glad to stay that way.

I haven't updated or written anything in forever, but I'm trying to get back into the zone. This had actually been sitting on my computer half finished for a while before I finally got off my lazy ass and wrote the rest. I hope you enjoyed it!

~angel-san