Warnings: Anal sex and rimming...not too kinky yet. I may or may not be building up to that. :P

Disclaimer: I do not own any of the Glee characters. All the characters are their own and Ryan Murphy's. I also do not own any of the Queer as Folk characters. They are owned by that show's creator. Oh, and I'm flat broke so please don't sue.

Author's Notes: Sorry if this chapter kind of took a while. Work's been hell and so has my entire life, which means I'm usually too exhausted to think that I end up just passing out the moment my body touches my bed. Getting a chapter out on a weekly basis is too much of a stretch for me, but I do promise to get a chapter out at least once a month, if not twice a month. Just help me pray to the writing gods and my muse that the creative side of my brain doesn't dry up because of all the shit going on in my life and around me.

Anyway, like I said in my summary, this is a Queer as Folk AU, but it will not follow the entire story until the end. Yes, it's heavily influenced by the said series, and will have a lot of similarities, but since plagiarism doesn't turn me on, I took the liberty of changing things, including some characterization. Hope you guys do end up liking this story because this is a labor of love.

CHAPTER TWO:

Kurt was in over his head, and he knew it. There he was in the passenger seat of Sebastian's BMW M6 Gran Coupe, en route to the older man's pad. Why he agreed to this, he had absolutely no idea. All he knew was that Sebastian is hot, sexy, and charming. Sebastian was a promise of a good time, something Kurt had wanted to have since he stepped out of his dorm room that night.

Oh, he knew that this was going to end up with the two of them in bed. Kurt wasn't naïve to delude himself that they were going to have a fun little chat at Sebastian's loft. The moment Sebastian whispered 'come home with me' in his ear, Kurt knew that he was going to be fucked senseless by the man. He knew it and he didn't give a flying fuck if it was just going to be random, mindless sex. In fact, he was excited about the prospect of losing his virginity to Sebastian. The man was a sex god and anyone with even just one good eye could see that. And this sex god asked him, Kurt Hummel, a nobody from cow-town Lima, Ohio, to go home with him. Kurt pushed away the thought that Sebastian had done this numerous times with other men in the past. All of that was in the past. Tonight, it was Kurt who Sebastian chose. Tonight, he was the most beautiful in Sebastian's eye.

Kurt snapped back to reality when he realized that they were already in front of Sebastian's loft and the man was staring at him as he leant against the doorframe. "Are you coming in or should I just have a marathon masturbation session? I really prefer not getting blue balls, you know?" Sebastian drawled.

Kurt's eyes widened as he looked up and met Sebastian's emerald gaze. He nodded jerkily and stepped into the apartment as soon as Sebastian stepped aside to let him in. He jumped a little and turned to face Sebastian when he heard the lock being turned. His eyes widened some more when he saw Sebastian stripping off his shirt.

"D-do you have s-some water?" Kurt asked for the sake of asking. His mouth went dry as he watched the muscles on Sebastian's back and arms flex as the older man started undoing the fly of his jeans.

Sebastian slinked (he fucking slinked!) his way across the room to the fridge that was located behind Kurt. He grabbed a bottle of water and threw it towards Kurt who caught it mid-air. "Good catch."

Kurt blushed as he twisted the cap. "Th-thanks," he murmured. He took a swig of the water and was – once again – surprised when he saw that Sebastian was now barely a foot away from him.

"You ready, babe?"

"Kurt," Kurt whispered.

Sebastian smirked and trailed a finger lightly up Kurt's arm to his nape, playing with the soft hair that curled along the back of his neck. "What?"

"My name's Kurt," the younger man said a little more confidently.

Sebastian's smirk widened and leaned down. "Whether I know your name or not isn't going to make any difference," he murmured, his breath ghosting against Kurt's lips, "because I am going to fuck you so hard, you're going to forget it anyway," Sebastian growled, pressing their lips together.

Kurt's knees almost gave when he felt warm lips against his. Before he could even realize that Sebastian was kissing him, the older man deepened the kiss and he felt an insistent tongue running across the seam of his lips. Kurt moaned at the sensation and he felt Sebastian's tongue immediately enter his mouth, licking inside it and coaxing his own to play.

Kurt was tentative when he touched Sebastian's tongue with his, but the other man returned the kiss with so much fervor Kurt was left breathless. Sebastian sucked on his tongue and released it abruptly before taking Kurt's lips between his and biting it gently before licking the bite soothingly.

Despite the one glass of Long Island iced tea that Kurt had, he felt completely intoxicated. He was getting drunk with Sebastian's kisses that he could hardly kiss back. He was getting lost in the sensation of tongue, lips, teeth, and touch that Sebastian was lavishing all over him that he barely noticed that he was being stripped off his clothes. Once he was naked, Sebastian started walking him backwards to what Kurt could only assume was the direction of the older man's bedroom.

"Y-you're not yet naked," Kurt whispered his eyes fixed on a freckle on Sebastian's chest. He could feel his heart beating against his ribcage, and he knew what he just said was laughable. He waited for the sharp sound with baited breath, but none materialized except for a soft chuckle. He looked up and met Sebastian's gaze.

Sebastian's smirk stayed in place as he pushed Kurt away gently. "Good point. Want to help me fix that?" he asked as he played with the flap of his fly.

Kurt swallowed thickly as he reached over to undo Sebastian's fly. It was only when Sebastian took his hands in his and guided them to his crotch that Kurt noticed how much his hands were shaking. He pulled his hands back as if surprised, but was more surprised when Sebastian let him go immediately.

"I-I'm s-sorry. I just – I – I never…" Kurt trailed off. He could feel the blush creeping from his neck up to his face and down to his chest.

He heard Sebastian sigh which made him take a step back as he avoided the other man's eyes. He felt a firm hand clutch his arm and two fingers on his chin tilting his face up.

"Look, I won't force you to do anything you don't want, but you have to be straight with me," Sebastian started to say. "Do you want this or not?"

Kurt took a gulp of air as he stared into emerald orbs that seemed to be boring into his very soul. He opened his mouth to speak over the thundering of his heart in his ears, but no sound came out. It was then that Sebastian suddenly released him, barking out a short, sharp laugh.

"Oh my fucking god. You're a virgin!" Laughter peeled out of Sebastian's lips.

Kurt scowled as he watched Sebastian walk around him as he shook his head. "I –" he started to say indignantly as he turned to face the older man, but was cut off by a wave of Sebastian's hand.

"Come in here. We can talk on the bed." Sebastian gestured to the open door with his head. "I swear to you, if you've changed your mind about me fucking you, I won't bite your head off." Sebastian smirked then. "I only bite when I'm told."

The comment made Kurt shiver as he took a step into the room. Realizing he was still naked, he grabbed the boxers that were conveniently hanging on a lampshade close to Sebastian's room and pulled it on, not caring if it was his or not. Sebastian glanced at him and a slight frown formed on his handsome face.

"Dressing up already when we haven't even gotten to the fun part yet?"

Kurt blushed some more and sat on the bed. "Seb –" he started to say, but stopped at the wave of dismissal from Sebastian.

"You're a virgin, I get it. Look, I really don't care why you were out cruising when you have the sexual experience of a baby penguin while having the sex appeal of a puma, which is, frankly, a very bad combination. What I do care about is my dick, and this hard on that I am still sporting," Sebastian smirked as he pointed at his groin, where a pretty big bulge was prominent. Kurt had to blush once again. "Now, are we doing this or not? Because like I said earlier, rape doesn't turn me on."

Kurt stared at Sebastian's smirk and weighed his options. He was nervous, yes, that was true, but he did go to Skins to finally, finally, get rid of his virginity, and he was actually lucky to have caught Sebastian's interest at all. He was sure Sebastian was going to make it pleasurable for him, so what was he so scared of?

That you're giving your innocence away to someone who only cares about fucking you, a voice that sounded surprisingly like his father rang in his head. He brushed the thought aside and scowled internally. With the rate his love life was going, losing his virginity to someone who even remotely cared about his feelings was a near impossibility.

Kurt mentally shook his head to clear his mind and looked straight into Sebastian's eyes. He nodded with conviction and gave the older man a small smile. "Yes," was his simple answer.

Sebastian grinned lasciviously at him and pushed Kurt a little on the shoulder until he was on his back on the bed. "Good choice," he murmured as he pulled on the boxers Kurt had hastily thrown on before their one sided talk. The younger man lay naked on the bed feeling extremely vulnerable, but fully resolved to see this through. He stared up at Sebastian who started stripping his jeans off slowly.

Sebastian was finally naked in front of him and Kurt can't help but stare. Sebastian was perfect. As beautiful as his face was, his body was god-like in Kurt's book.

You've never seen anyone else naked, so how can you say that this guy's god-like? A nagging voice taunted him from the back of his mind. He mentally slapped himself to get rid of the voices. He continued watching as Sebastian stroked himself slowly, clearly enjoying the attention Kurt was giving him.

"I can't wait to feel your hot, tight hole around me," he murmured, his eyes roaming all over Kurt's body. Kurt could feel the blush crawling all over his body once again. He cursed his alabaster skin inwardly.

Kurt gasped when Sebastian pulled him closer by his legs and spread them apart. He watched as the taller man took a pillow from beside Kurt's head and tapped at his right hip. "Up," he instructed, which Kurt followed wordlessly. When the pillow was placed under his hips, he watched as Sebastian moved so that his head was between Kurt's legs.

"I'm going to ruin you for other men, Kurt. I'm going to fuck you so good that even if you're with other men, I'll be the only one you can think about. No one will be able to measure up to me, even if they try," he whispered huskily before leaning down and licking at Kurt's opening suddenly.

Kurt gasped loudly at the sensation, moaning all of a sudden when Sebastian started to rim him in earnest. Kurt could feel Sebastian's tongue on him and in him. He tried to push down to get more of Sebastian's tongue on him, but strong hands were holding him against the bed forcefully. He could feel the bruises start to build on his hips, but it just turned him on all the more, being marked like this.

Kurt moaned wantonly as he felt Sebastian lick him open, the older man's tongue pushing into him deeper and deeper, when all of a sudden, the sensation was gone. He opened his eyes and saw Sebastian leaning over him, that sexy smirk still playing on his lips as he opened one of his bedside drawers to grab the lube and a condom, dropping the condom on the bed beside them. He flicked the lid of the lube open and spread a good amount on two of his fingers.

"Just relax, okay? You won't be able to enjoy this if you don't," Sebastian whispered as he leaned down to capture Kurt's lips in a bruising kiss. Kurt responded with just as much passion, opening his lips up to welcome Sebastian's tongue. When he felt a finger on his opening his eyes flew open and he pulled away from Sebastian's probing tongue and warm lips with a gasp.

"Shh…just relax, babe. I'll use just one finger first, okay?" Sebastian said soothingly as he pressed one finger into Kurt slowly. "Don't forget to breathe, babe, or you'll pass out on me."

Kurt took slow, even breaths as Sebastian slowly pushed his index finger in. It didn't hurt, nor was it uncomfortable. It just felt…weird; new. Kurt closed his eyes and groaned softly at the sensation when Sebastian started moving the finger in and out.

"More," Kurt gasped. One finger became two as he opened his eyes. He caught Sebastian's emerald gaze, seeing only lust and want so hot it made Kurt feel like he was going to combust. He keened when Sebastian crooked both fingers and brushed a spot inside him that made pleasure shoot through his body like a ball of fire.

"Oh my god! Sebastian!" Kurt cried out, his back arching involuntarily as the man rubbed at the spot with a wide grin on his face.

"Yeah, feels good, doesn't it? Ready for one more?" Sebastian asked as he crooked and scissored his fingers relentlessly inside Kurt. Kurt nodded as he closed his eyes with a groan. Kurt's almost whine when he felt Sebastian's fingers withdraw turned into a groan when he felt more fingers push slowly inside him. His mouth fell open at the feeling of being so full. The sensation both scared and excited him at the thought of Sebastian filling him up with something way bigger than his fingers later on.

Kurt's head tossed from side to side as Sebastian continued fingering him. He felt his dick hot and heavy against his stomach, already leaking precum on his skin. "Seb…Seb…I'm…more…please, more!" The words were out of his mouth before he could even realize that he was whining again, although he couldn't bring himself to get embarrassed, what with the way his entire body felt like it was on fire with the amount of pleasure coursing through it at Sebastian's ministrations.

He opened his eyes again just in time to see Sebastian grab the condom from the bed and open it with his teeth. Sebastian withdrew his hand from Kurt's ass, which made Kurt whine again at the feeling of sudden emptiness.

"Shh…I just have to put the condom on, babe," Sebastian said as he soothed Kurt's hip with one hand. Kurt forced himself to watch the man slip the condom on and move to position himself at Kurt's entrance. "This is going to hurt at first, but it'll get better, okay?"

Kurt nodded at the soothing words that fell from Sebastian's lips. "J-just…please go slow?" he requested, his voice small. Sebastian gave him a small smile and a nod before pushing into Kurt slowly.

Even if Sebastian was moving very slowly, Kurt couldn't help the sudden cry that escaped his lips at the burn and pain. Sebastian wasn't exactly small. On the contrary, he was very well-endowed, and right now, Kurt felt like maybe Sebastian was too well endowed. It felt like he was getting ripped in half. He wanted to move his hips away, but Sebastian was holding him down. "Stop…please, stop," Kurt whimpered. He was surprised to feel Sebastian halt his movements, only being halfway in.

"Just let me know when, okay?" Sebastian bit out through clenched teeth. Kurt was amazingly tight and he almost went insane at the delicious vice-like grip the boy had around his cock. Kurt felt so good, he didn't want to stop pushing in, but he had to. He didn't want to hurt the boy; going against his trick's will was never on his agenda, whether the other man was as experienced as him or not. So he gave Kurt some time to adjust to his size, and when the boy gave him a small nod, he pushed in again, less slowly this time to get Kurt a little more used to the burn. Kurt's lascivious moan at the drag of his cock inside the boy only spurned him to push harder until he was balls deep inside boy. The tightness was overwhelming. He waited a few more seconds until he felt Kurt relax against him, his hands finding purchase on Sebastian's biceps.

"Y-you can move," Kurt whispered. Sebastian smirked and started pulling out slowly, gently. When only the tip of his cock was inside the boy, he pushed in with the same speed and force he had as he pulled out. He repeated the action a few more times until Kurt started to move his hips slowly with his thrusts. When Kurt wrapped his legs around Sebastian's hips, Sebastian started speeding up his movements, angling his and Kurt's hips differently, which got Kurt keening and moaning once again. He leaned down and started licking and sucking Kurt's neck, biting gently at the juncture point between his neck and shoulder, causing Kurt to groan and thrust his hips harder against Sebastian's movements.

"Seb…Seb!" Kurt cried out. There was a pressure building up at the pit of his stomach, coiling tighter and tighter as Sebastian started thrusting into him harder and harder. He was sweating and panting, and he loved every minute of it. For the first time in a long time, Kurt felt alive and free. He grasped at Sebastian's back and pulled him closer, angling his head so he can capture Sebastian's lips into a searing kiss. They kissed while Sebastian started thrusting wildly into him, his rhythm suddenly getting lost in the tightness they were both feeling. Sebastian let go of his hip so he can move one hand to Kurt's cock, pumping him in time with his thrusts. Kurt gasped at the sudden sensation, further opening up his mouth to Sebastian who started mimicking the movement of his hips with his tongue.

The sensations were too much for Kurt. He could feel his world start to swim around him while the tightness in his groin just kept building and building. He dug his nails into Sebastian's back, earning him a deep, guttural moan in return.

"That's it, baby. Come. Come for me."

Kurt came with a cry, spilling out into Sebastian's hand as his name fell out of the boy's lips. Sebastian continued pumping him furiously as he rode his orgasm, his thrusts now completely erratic. Sebastian gave a loud shout and Kurt felt him come inside him with a sudden jerk. Sebastian let go of his dick when Kurt whined again even if he was still spasming inside the boy.

A few minutes after, when they were finally able to catch their breaths, Kurt winced when Sebastian pulled out of him and rolled to the side of his bed. He watched as Sebastian took the condom off his dick, tie the latex up and threw it into what Kurt assumed was a trash can located beside the bed. Sebastian turned to face him with a lazy smirk on his face.

"You're welcome to stay until morning, in case you wanted a repeat of that performance," Sebastian drawled as he closed his eyes. Kurt watched as the older man fought with what was obviously a bad combination of alcohol, exhaustion, and the orgasm they just shared so he can keep his eyes open and look at Kurt. Kurt smiled inwardly at the sight.

"Thanks," he replied shyly. He smiled at Sebastian who returned it sleepily. He watched as Sebastian lost the fight and surrendered to sleep, and he kept watching as the older man's face relaxed slowly and smoothed out as slumber took him over.

He looks younger when he's this relaxed, Kurt thought. He was itching to touch Sebastian's face, but he forced the urge down, afraid that the man might wake up because of it, so he contented himself with just watching Sebastian sleep until he himself fell asleep.