DISCLAIMER - No matter how many times I close my eyes and make a wish I still don't own these beautiful boys... more's the pity. This is purely a work of fiction, not intended to imply anything about these guys or their lives.

Author's notes - This ficlet is for Astrea who wanted an MR/TW first time set during this summer's hiatus. She also requested that it be Michael's scruffy look that finally prompts Tom to make his move. I hope this works. Also, I hope she doesn't mind sharing with Rhiannonhero who, of course, won't be reading this because she told me she never ever reads dirty wrong fic... no, really, never. Enjoy, my dears!

Tom sat in the slightly run down diner and tried not to be too obvious about the fact that he was watching his dinner companion across the scuffed surface of the table that separated them.

It had been unexpected, but a pleasant surprise nonetheless, when Michael had showed up on the set where Tom was currently filming in L.A. It had definitely been a bonus when he hung around until shooting wrapped for the day and then suggested that they grab something to eat. A chance to catch up with what each of them had been doing over the summer hiatus, he'd said. Tom had readily agreed to the plan.

In actual fact, Tom already had a pretty good idea of what Michael had been doing lately. He'd seen the pictures on just about every celebrity news service on the net. It seemed as if Michael had been at every party and premiere in town, and then some.

Tom surreptitiously eyed Michael again as he picked at the last of the food on his plate. Michael had already finished his own meal and was casually leaning back in his seat, eyelids drooping half closed. Tom couldn't help noticing the air of tiredness about him when he looked beneath the usual exuberant exterior. There were noticeable shadows under Michael's eyes when he finally dispensed with the dark glasses he'd worn most of the day.

Continuing his covert observation, Tom took in this new version of his friend. The considerable growth of hair was no real surprise, but the unshaven look was. Tom was just so used to being around a Michael who was perfectly groomed and dressed, wearing his Lex persona, that seeing this scruffy incarnation of him was something of a shock to the system.

It also awakened an entirely unexpected protective instinct. Michael clearly needed someone to look after him, to make sure he didn't overdo the partying and exhaust himself the way it looked like he'd been doing...

Tom suddenly realised that he was the focus of a sharp blue gaze. He shook his head to clear it of the stray thoughts that had ambushed him. Michael was a big boy now. He knew how to look after himself.

"Um, what?" Tom asked, wondering if he'd missed something and trying to look as if he'd been paying attention.

Michael grinned. "I asked if you were done, but you seemed to be away on planet Krypton there."

Letting his own mouth stretch into a smile, Tom nodded. "Yeah, I'm done. Do you want to get out of here?"

"Sure," Michael agreed easily.

Tom looked around for their waitress and got the check. They each dropped a few bills onto the table before getting up and making their way to the door.

"So, any plans for tonight?" Michael asked.

"No. How about you?" Tom replied as they strolled down the street together.

Michael shrugged. "Nothing special, you want to go get a beer?"

As he spoke, Michael's hand came up and he scratched idly at the stubble on his cheek. Tom found his gaze fixed on the long fingers and his stomach gave a sudden lurch.

Michael stopped walking, giving him a sideways look. "What's up?"

"Nothing!" Tom said hurriedly, pausing a couple of feet away from Michael.

God, for a second there he'd wanted to... Damn, he'd wanted to kiss Michael and find out what that stubble would feel like against his lips. Tom groaned inwardly. He'd thought that he'd successfully pushed those particular urges away for good when he committed himself to Jamie, but apparently that wasn't the case.

Michael was still watching him expectantly and Tom found himself studying the lean form clad in faded jeans and one of his seemingly endless collection of weird T-shirts. No, the urge was definitely still there and, somehow, this Michael seemed more approachable than the one he worked with on set. Or, maybe it was just the fact that they were away from everyone who knew them or might judge their actions.

Before he could think about what he was doing, Tom reached out and caught hold of Michael's arm. Then he tugged him into the heavily shadowed doorway of the nearest building.


He could see the glitter of Michael's eyes in the darkness, but not much else. He could also smell the faint scent of cologne mixed with an even fainter aroma from the coffee they'd been drinking at the diner. Tom felt a slight tension radiating from Michael, but he hadn't run screaming back out into the street yet, so Tom took a chance.

He slid his hand along Michael's arm, across his shoulder and up the side of his neck. Then he carefully brushed his fingers against Michael's cheek. Tom rubbed the sensitive pads over the bristly stubble, enjoying the sensation. He heard Michael's sharp intake of breath and held his own, waiting to be chewed out or shoved away. Neither happened.

Riding his luck, Tom moved in. He pressed closer to his friend, until Michael fetched up against the wall at his back. Then, without waiting for permission, he bent his head and closed his mouth over Michael's.

It opened to him more readily than he had expected, hot and wet and tasting of strong coffee. An enthusiastic tongue slid against his own and firm hands were suddenly gliding over his back, burrowing under the hem of his shirt until they found skin. Tom groaned softly and arched into the insistent touch.

He kept kissing Michael until he felt breathless. Then he gave in to the temptation to drag his mouth over Michael's cheeks, loving the rough feel of the stubble. He licked a wet trail along Michael's jaw, enjoying the chance to explore this antithesis of his usual smooth exterior.

A quiet chuckle startled him and Tom lifted his head. Michael's face was still indistinct in the darkness, but Tom could see the brief flash of his teeth when he smiled.

"What's so funny?" he asked, still a little nervous of his friend's reaction.

"So all I had to do to get you to kiss me was quit shaving?" Michael sounded amused and not at all put out by the turn of events. "I think I'm in the wrong job." He pulled Tom back against him, rubbing their cheeks together in a slow tease. "I guess that means we need to make the most of this while we can."

It was almost, but not quite, a question.

Urging Michael deeper into the shadows of the doorway, Tom set about taking him up on the suggestion.