He's pulled out of sleep by the sound of a zipper. Warmth crawls over his chest, moves down to his legs where the top of a foot brushes over the line of his lower leg, and there's warm breath on his neck, a mouth against his bared collarbone. Nick opens his eyes, blearily, and he's ready to start yelling at Ellis and tell the son of a bitch to go sleep against the wall again, but it's Rochelle who's crawled into his sleeping bag, looking up at him with hard eyes, daring him to say something.

His mouth tightens. "Sweetheart, you have your own sleeping bag. Get the fuck out of mine."

"I'm cold," she says, and it's not at all convincing because they're in the middle of the South, and it's so hot outside and inside that Nick feels sweat beading on his forehead. The sleeping bag is only so he's not on the cheap laminate floor of the convenience store, for fuck's sake.

His hand comes up to grip her arm, push her away, because she's too close to him for comfort, but he feels her tiny hand move down his stomach, to his belt, and she pulls loose the end of it, out of the buckle, moving it out of the belt loops. His stomach curls in instinctively, and he bites his top lip. "Rochelle, what the fuck are you doing?"

"I've seen the way that you look at me," she mutters, as she unbuttons the top of his suit pants. They all sleep with most of their clothes on now, since a Charger busted down a door in one of the hovels they'd chosen, and a Tank had merrily followed in its invasion. A zombie apocalypse is a thousand times worse when being fought in one's underwear. The heat makes Nick shed his jacket and shirt. Shoes rest somewhere off to his side. Rochelle's hand is sliding his zipper down. "And I know you seen the way I look at you."

"Look, I don't do the whole random fucking thing unless I can walk away from it," says Nick, although he's becoming less convinced with his own argument as she slips her hand into his undone pants, her eyebrows quirking as she realizes he's not wearing anything underneath. His breath hitches as she wraps her nimble, pointed fingers around his mostly-soft dick, and he lays flat on his back with the woman draped over him, her knee rising to push his legs apart, her hand moving lower to cup his balls.

Nick's never had much of a moral compass. On the one hand, he can fuck Rochelle and enjoy it because it's probably the last fuck of his life. On the other hand, Coach is in the next room keeping watch, and Ellis is in the corner, snoring and talking to himself in his sleep. As Rochelle's thumb brushes over the head of his cock, he sends one last withering look at the sleeping man, before turning his head to Rochelle, his mouth bumping against the tip of her nose.

"Fine," he says, because it's not like he doesn't want it, and he's always been shit with talking about anything honestly. She raises up a bit to kiss him, her lips much fuller than his own, her mouth swallowing up any of the distance he'd tried to place between them.

He's liked Rochelle the most since day one. She's the kind of girl he could actually care about. Nick's all about fast and easy, and he's never been able to exploit either with Rochelle. At first, he'd entertained actually just quelling her crying after they'd trolled through hours and hours of screaming infected and nailing her – in the end, he'd pussied out. It would only ruin their hopes of survival if he wasn't focussed on just that: surviving.

And yet, he knows more about her than he's known about any other woman. Rochelle hates Bill O'Reilly. Her favourite author is Steven King, but only from when he first started out, Misery being the book she's read the most. She hates anything with cinnamon in it. Her shoe size is 7. She broke her leg tripping down a flight of stairs and missed a job interview, once.

He's never known so much about a woman, even his ex-wife. Sure, he knew that she liked it when he cooked, and she liked it when she brought him gifts, but all he really needed from her was a woman that looked good when being shown off or riding his cock. He didn't really know her, not like he knew the sound Rochelle made when she was scared out of her mind, or how hard she could really hit with her deceptively small hands. The sound of her quiet crying in the dark. How she was always the first to attack anyone with her med kit, even if she was bleeding and broken.

Even though Nick knew all these things, he's put up extra barriers between them. He knows he's attracted to her. He knows she wants him just as badly. She doesn't play favourites, but the looks that she'll give him when Coach and Ellis aren't paying attention are enough to give him fantasies for the rest of his life.

He doesn't want sexual attraction ruining any of their chances. One slip up and they all die. He doesn't want to give either of them any reason to not focus on surviving.

It's harder to remember about any of that, however, because there is a storm outside. It's pouring and hot and humid, and flooding fast, and they're stuck in a tiny house hoping that the wind doesn't just blow it down.

There's a whole lot of reasons he shouldn't be doing this. Firstly, they don't have any condoms. Secondly, Ellis is in the fucking room. Third, well, he forgets because Rochelle is pushing back the blanket and her mouth is making its way down his chest and stomach, kissing past wiry pubic hair to get her mouth around his dick and he can't help but make the quietest of moans as she takes him further into his mouth.

His hand settles on the back of her neck, his thumb running over her dark skin, the neckline of her t-shirt. He reaches lower and pulls it up her back, he wants it off, and she sits up and yanks it off, the belt that she wears around clattering to the floor. They both freeze and look over at Ellis, but when it's clear that he's still not moving, she unclasps her bra and leans back down.

Nick reaches out and his hand finds her breast, and he smirks to himself. "Come back up here, honey." She does, stretching out the short length of her body on top of him, the button of her jeans pressing into his stomach, his cock wet and hard against her leg. "You have nice fucking tits, Rochelle." He's never really been the type to fixate on tits, he's always been more of a leg guy, but hers right now are perfect. Perky and just more than a handful. His palm skims flat over the hard peak of her nipple, and Rochelle raises up to her elbows, and he leans up to catch the tip of her breast in his mouth. The giggle that spills out of her mouth makes him lean his head back.

"Sorry. Ticklish," she whispers, with a shrug of her pointy shoulders, and he does it again purposely. She slaps her hand over his forehead to push him back down. "Boy, that wasn't an invitation!"

She kisses him on the mouth again, and Nick feels a little foreign doing it because he doesn't usually waste too much time kissing his one-night stands. Rochelle's different, he knows, but he still doesn't know how he's going to feel about this in the morning.

He erases the thought from his mind, his hand running down her back to her ass, grabbing a handful. Rochelle moans audibly, and he pulls her hips closer down to his by her belt loops. "You should take these off."

She sits up, straddling him, and he undoes the button for her. "Tight fucking pants," she mutters, squirming out of them, and she's got on probably the worst pair of granny panties that Nick has ever seen and it's so startling to see her in them that Nick bursts out laughing. "Shut your mouth! I had to snag 'em from the last safe house. Can't wear the same pair for a fucking month."

He reaches out before she can and snags his finger through the crotch, simply pulling hard and ripping the material. Nick's smirk only grows when he realizes just how damn wet she is, and even as she grumbles while taking off the ripped material, he slides his palm against her, slapping her gently to bring her attention back to him. Rochelle gasps as his fingers push abruptly against her clit, but he pulls back again, his fingers traveling up to a birthmark on her hipbone.

"Do you want me to fuck you?" he asks, his voice low. He can't see her face in the dark, can only hear her heavy breathing, feel the wetness of her pussy as she settles back onto his pelvis. "I want to, but it's probably not a good idea."

"No, it sure as shit isn't. Not like that's ever stopped you before." She reaches behind and touches his cock again, moves back to slide her core against it, and he moans because Goddamn is she hot. "Besides, the way I look at it, it's a morale booster."

"You try telling that to Coach."

Rochelle's husky laugh flows over him, and his hand tenses on her hip, because he just wants her to drop down a little lower, at least get his cockhead into her. He tries pushing her down lower, but she stays still. "What do you say, Nick?"

"Jesus Christ, Rochelle, just—"

"I believe the word you're looking for is please?" He opens his mouth to come back with some scathing remark, but she drops herself down onto his cock, her cunt like an iron vice, hot, tight and wet, and Nick's eyes roll back.

She laughs low in her throat, bending low on him with her hands flat on either side of his head. Nick's hands grip her slim hips, moving back to grab her ass roughly before he helps her move. "Shit you look good on top," he mutters, and she doesn't say anything, leaning further forward, bending her elbows and really putting her back into it. Her tits hang in his face, and he leans his neck up to flick his tongue over her nipple, and she pulls back trying not to laugh, sitting up with her back ramrod straight, her hands on his abs. Bouncing on his cock. He's going to have problems tomorrow trying to not picture her like this while she's got an axe in her hands and guts on her face. "Fuck, Rochelle."

Thunder crashes outside, and Rochelle's cunt tightens up around him as she startles, and he moves his hand down to her, thumb finding her clitoris and moving in small circles around it. He hears her strangled moan, she's trying very hard not to be loud, and he mumbles, "That's it. Come on, Ro." He plants his feet on the slippery-damp surface of the sleeping bag, and snaps his hips up into hers, and the squeak that comes out of her mouth in response is priceless.

He keeps working his thumb on her until his wrist cramps up from the angle, and he feels her start to tense, her panting growing louder as she draws closer. "Come on, Rochelle. Fuck, that's it."

She keeps fucking him, her breathing growing more ragged until all of a sudden she stops moving, simply hovering over him. "What?" he mumbles, and he suddenly hears breathing in the room, and it's like a bolt of ice down his spine.

"Ellis," says Rochelle, sharply. Nick hears the other man's guilty moan.

"Shit, just… y'all ignore me, come on, just don't stop. Nick, don't stop talking."

Nick tenses – Ellis is getting off to this. Getting off to them. Getting off to him talking. Rochelle moves her hips again, and Nick can't help but groan low, cutting it off as soon as it comes out of his mouth.

Ellis keeps breathing heavily. "Please, please don't stop."

Nick's not a stranger to experimenting. In high-school he fooled around with his best friend once, before dropping him altogether – the kid had a nervous breakdown a week later. In prison, he'd jerked a guy off for smokes, talked dirty into his ear. It's no big deal to him.

But still – this is something he can't walk away from. Ellis clings like a puppy, already admires him and oh shit, it hits him, Ellis doesn't idolize him, he wants to fuck him and Nick laughs despite himself, his hands frozen in place on Rochelle's body.

"Ellis," says Rochelle, "Get your ass over here."

Nick takes in a deep breath as he hears the shuffle of Ellis' knees and feet as he scoots over, and he turns his head up to glare at Rochelle accusingly. "What, you want a dick in your mouth or something?" he says, his voice laced with sarcasm, but he feels something wet and hard bump against the side of his mouth. "Seriously right now?"

"Just once, Nick, please. Look, I've been living in a closet for most of my life, and I figures how there ain't many queers left in the country, and you dress too good to be straight. And 'asides, I'll let you come in my mouth if you wants to, 'cause I figure it would be real bad if you done got Rochelle pregnant. Reminds me of the time Keith got some girl pregnant once and the girls' mama beat him up with a baseball bat, saying she didn't want her daughter having no nigger's baby. 'Course, I'm just paraphrasin', I'd never call my best friend th—"

Nick shuts him up by giving in, because he hates those fucking Keith stories, taking Ellis' dick into his mouth. He's never given head before, only received it, and it's pretty fucking weird to have a guy's dick in his mouth. He hears Ellis' startled noise, and he closes his eyes because he'd really rather not look at Ellis' face.

"Damn, Nick, is there anything that you're bad at? Shit…"

Husky laughter filters through Ellis' whispered profanities, and Rochelle's hips start moving again, even though Nick's gone a little soft inside her. She cants her hips, riding him harder than before, and Ellis leans forward and touches her. "Thought you were gay," she groans, his hands groping her tits roughly, all callous and cuts, his thumbs digging into her nipples.

"Kinda mostly. I had a crush on Keith's big sister when I was fourteen though, and I don't think I've ever gotten over my thing about black girls," he says, his guilty half-grin passing over his face. "'Sides, y'all ever heard of the Kinsey scale? Only thing I ever paid attention to in school. Theory is – shit Nick, that feels great – theory is that everyone's a little bisexual, on this big ole scale thinger."

"Uh-huh," says Rochelle, her eyelids low, fucking Nick eagerly as Nick can barely hang on to Ellis' cock in his mouth. He raises one hand up to wrap around the base, and Ellis snaps his hips further, forcing Nick to pull back, gagging.

"Easy, killer. Choke me, and I bite you." He's still not sold on the idea of a cock in his mouth. Still, the way Ellis nearly bends over double to kiss him on the cheek is a little inspiring, right before the head of his cock bumps his lips and slides past when he opens his teeth.

Ellis' hand works down to Rochelle's cunt, his knuckles brushing against her clit to push up harshly. "Man, I suck with women. The last girl I was with I could barely get to come most of the time. I'm not embarrassed about it or nothing, but Keith used to tease me about it all the time—"

Rochelle is heaving, panting, and Nick knocks Ellis' hand out of the way with his free hand, pushing his thumb harshly up against her and that's all it takes to bring her over the edge. "Hey, whoa now," Ellis mumbles, as Rochelle keens low in her throat, her body seizing, her cunt tight around Nick's cock. "Wow, that's kinda hot."

"Do you ever just shut the fuck up?" says Nick, jerking Ellis' cock next to his face because he needs to just get himself under fucking control before he shoots off into Rochelle. He pushes at her hip, and she crawls off him, and God, his dick feels cold all of a sudden. "If I hear another goddamn Keith story, I am ripping your balls off, sport."

"Okay," says Ellis, and Nick sighs, Rochelle's mouth surrounding his dick. It's fucking heaven, and she's a little clumsy but she has a tiny, pointy tongue swirling around the head that is so very eager. He breathes heavily through his nose, his eyes darting up to Ellis' open-mouthed expression. Ellis pushes his cock up against his cheek, brushes the corner of his mouth. "Can I put it back in now? Come on, y'all aren't about to leave me hanging, right?"

Reluctantly, Nick opens his mouth, lets out his tongue. Thankfully, Rochelle moving off of him gave him enough time to regroup, and he can focus properly on sucking cock now. A laugh bubbles up inside of him – he's sucking the hillbilly's dick for Christsakes, the last person who probably did this was his cousin or some shit.

He tries to remember things women have done to him, and he grips the base of Ellis' cock tightly – and shit the kid has a fat cock, it's not fucking fair because it's longer than his own, too – and he sucks hard, his cheeks hollowing around the length of it. He runs his tongue down the underside, the thick vein, curling around the tip, and Ellis has stopped talking and just breathes heavily, his chin against his chest so that he can watch, one hand on his lower stomach, the other now touching Nick's hair. He wants to flip out because he hates it when people touch his fucking hair.

When Ellis comes, he doesn't expect it, it takes him so fucking offguard that he jerks back and takes most of the younger man's load on his lips. "Shit, I always thought you looked real good in white," says Ellis, and Nick wants to retort but Rochelle's mouth finds his own and where the hell did she come from but she's licking the kid's cum off his mouth, sharing a long, sticky kiss with him and he can't imagine that it tastes any better in her mouth than it does in his.

"You think you're pretty fucking funny, don't you, huh?" retorts Nick, Rochelle moving back down his chest and stomach, and before he can come up with anything else smart to say, Ellis' rough hand is wrapped around his cock, jacking him hard while the kid reclines beside him, kissing his jaw, his neck, his cheek. Rochelle pushes his legs up, starts playing with his balls, licking his inner thighs, one of her tiny fingers touching lightly at his perineum, pressing firmer when he doesn't immediately balk.

"Nick," says Ellis, his voice low and rough, and Nick can't really focus, because Rochelle's got one of her wet little fingers teasing along his asshole and holy God he's hit the fucking jackpot here because the only woman daring enough to go there was his ex-wife, and she'd only told everybody about his little fetish when they started fighting and forced Nick to lay down divorce papers. "Nick, are you listening?"

Rochelle pushes the tip of her finger in, to the second knuckle, and Nick can't help the pitchy moan that rolls out of his mouth. Ellis kisses him, then, and he's vaguely aware of how much stubble is annoying, and how much Ellis smells like body odour and Boomer puke. It doesn't really fucking matter because Rochelle's got her mouth hovering over the tip of his cock, and Ellis is jerking him hard enough now to hurt, and Ellis obviously expects it when he comes into Rochelle's waiting mouth, his ejaculate smattering over her lips and nose. It's been a while.

She doesn't waste time, leaning forward to catch Ellis' mouth, sharing with him. He watches their tongues slip into each others' mouths, watches Ellis taste him on Rochelle's mouth. Nick's nose wrinkles in his post-orgasm haze, and his head flops to the ground lifelessly. Cum-swapping. Sick.

He lets himself be organized back into the sleeping bag, Rochelle on one side, Ellis sprawled out on the other. Ellis ties up his coveralls again. Rochelle helps him zipper and button his pants, does up his belt. Rochelle doesn't bother getting dressed, it's too damn hot, anyway.

"Nick, y'all weren't listening to me," says Ellis, in the darkness, and Nick just wants to sleep now damnit. He knows he's ruined everything. He can't go back, and now he's going to be thinking about fucking Rochelle's tight pussy, or playing with Ellis' fat cock when he's supposed to be focussing on a Tank, and he's going to get thrown against a building and fucking die. "Nick, man, listen."

Ellis shakes his shoulder. Nick opens his eyes, and gives him an expectant glare. "Right then, now that you're finally in the land of the living." Ellis clears his throat. "Next time, I'm fucking that tight ass a'yours. Nothing you can do about it, cause you're gonna like it a lot."

"Yeah, whatever," says Nick, and closes his eyes. He can't stop the searing heat in his gut at the idea. He can already see himself walking into one of those crying bitches and having her chase him around while he thinks about taking a dick.

He drops off. He dreams about Rochelle's tits.

Ellis smiles at Rochelle in the dark. She laughs, low and raspy, nuzzling up against Nick's chest. "Told you it'd work," she murmurs, reaching out to pinch his cheek. "He likes to think he's got a good poker face, what with all that offish bitchy-pushy exterior. Even he doesn't realize that he just needs more lovin' than most."

"Man, Ro. Don't we all know it," says Ellis, and he lays back on the laminate, feeling content. His mouth's a little stale, though. "I'm just lucky I'm running around with the wiliest damn woman I ever met. Helping me seduce guys and shit. Just hopes we can get outta here alive – hope there is a next time."

"Me too, El. Me too."

The thunder is loud around them. Coach shoots infected through the barred door, and waits for the rain to stop.

A/N: Beta'd by primalreligion at LJ. Hope you enjoyed, feel free to review.