Sam knew it was wrong, but damn if he could stop himself.

It's not exactly as if he meant to almost walk in on Quorra while she was drying off, her recent shower causing a cascade of tiny water droplets to slide down that pale, creamy flesh. It was just that when he knew, when he finally realized that she was still in there, he hadn't walked away. He couldn't. It felt like he was rooted to the spot as his eyes glued to every movement of Quorra's hands.

Sam knew he should be feeling pretty guilty right about now. After all, he knew just how much of an invasion of privacy this was. But still here he was, standing by the door like some kind of creepy pervert and spying on his best friend.

His best friend…the one who was currently gliding her towel along her skin and making a concerted effort to sop up the moisture that continued to drip onto the pale tiled floor of their shared bathroom.

Sam swallowed hard and took in a slow, careful breath. Fuck, what he wouldn't give to be that towel, to have free reign to touch and stroke and caress the body he'd been admiring ever since he first laid eyes on the program in her skin-tight, curve-hugging body armor while still on the Grid. Sometimes he'd wanted it so much he almost hadn't been able to concentrate on anything else – even while knowing that his own life and the life of the people he cared for were at stake.

Quorra was wiping down her legs now, raising one of her feet to rest on the outer rim of the bathtub while she continued her task. Her leg's new position made her calf and thigh muscles stretch firm and taut and it was all Sam could do not to drool as he imagined what it would be like to reach out one of his hands and just feel. Or better yet, to use his tongue and lick along the water still trickling down that leg.

He'd start at her ankle, running his tongue in a circle around that fragile bone before moving slowly upwards, reveling in the pleasurable sensations finally touching her were sure to awaken within him. Then he'd continue until his journey brought him to the sweet cradle of her inner thighs, and god, that's when he knew he wouldn't be able to resist placing sucking kisses on that silky skin.

Flushing red, Sam shook his head and tried to once again to convince himself that he needed to snap out of it. His hiding place beside the doorway wasn't safe; Quorra might look up and catch him at any time. But it was just too difficult. Besides, who knew if he would ever have an opportunity like this again?

Ashamed but nonetheless swamped with feelings of growing arousal, Sam reached down a hand to palm his dick through the cloth of his jeans. Hissing quietly at the touch of his own hand, Sam began to mold and squeeze his firm flesh. Rocking his hips, Sam wet his lips while his eyes remained riveted on Quorra's every move.

She'd moved on to wiping her stomach, her towel now a bit damp and clinging slightly in the places where it made contact. Sam thought about taking the silken skin above her bellybutton between his lips and gently biting down, hoping to draw out a needy moan from between Quorra's luscious lips before moving on to explore further up her body. Would Quorra like it if he nipped and teased his way across that blank canvas, littering a small trail of dark bruises to mark the territory as his own?

Shit, now that Sam had that visual in his head it was all he could focus on. He imagined placing hickeys on several key parts of that torso, leaving a visible trail of Sam's ownership. Sam knew that if he ever got his wish to truly be with Quorra like that he'd want everyone to know who she belonged to. He'd want the whole wide world to know that she was his, Sam Flynn's.

Just like Sam wanted to belong to Quorra.

Unable to resist the urge any longer, Sam popped open the button of his jeans and carefully slid down the zipper. Releasing his dick brought a quick sigh of relief, but Sam needed more than that, so he licked the palm of his hand, coating it generously with saliva before firmly gripping his erection.

Sam began to pump his hand up and down, hips and ass flexing out a rhythm designed to allow for a maximum amount of friction. It was wonderful, even more so because of how wrong it was, how illicit. Sam's fisting caused the foreskin of his cock to pull back from the head, and he took the opportunity to tease his slit, precome making everything wet and sticky and Sam had to fight back the urge to grunt.

Realizing that he'd unintentionally closed his eyes in order to savor the rush of endorphins spreading through his veins, Sam opened them just in time to see Quorra cupping one of her breasts in her hand. She then began circling the tip of one finger around the flesh of her nipple, looking curious when it responded by becoming hard and tight.

Sam couldn't believe his eyes.

In growing excitement and disbelief, he watched as the former program continued exploring her body. Quorra was touching the nipple directly now, beginning to manipulate it cautiously and letting out a surprised gasp at the feelings this seemed to produce.

Sam felt his own his touches becoming wilder and less coordinated, and he bit his lip in an attempt to hold back his panting cries. He felt his balls swelling and more precome gushed out to coat the inside of his underwear and fist.

Sam tried to hold on as long as he could, even though he knew it was stupid and dangerous and made it much more likely that he would be found out. Still, he wanted this moment to last, wanted to watch Quorra like this for hours, days, or even an eternity.

But when Quorra's other hand began to stroke quizzically along her pubic hair, Sam was done. He couldn't have stopped the blinding flash of his orgasm even if Rinzler himself had suddenly appeared out of nowhere, growling and ready to slice Sam to pieces with his Identity Disc.

With a final dirty twist of his hand, Sam's come gushed out of him, leaving his legs shaking and his knees struggling to hold him upright.

Before he could find the will left to stop himself, Sam was hoarsely calling out, "Oh, fuck,"and then collapsing to the ground in both satisfaction and resignation. There was no way Quorra would have failed to hear that.

Looking down at the floor while trying to catch his breath, Sam saw a shadow move to stand directly in front of him. Already knowing who it was, Sam glanced up in trepidation to meet Quorra's eyes, her body now fully covered by the towel from earlier.

He could see her taking him in, analyzing the flush to his cheeks, the sweat gathered at his temples and the barely leashed fear in his gaze. But she stared hardest of all at the place where Sam's lax palm was loosely holding his shrinking cock.

When Quorra looked up to meet his eyes once again, Sam was relieved to find no sign of animosity in her features.

Taking a deep breath and opening his mouth to offer some form of explanation, Sam swiftly found himself cut off.

"You know, Sam," Quorra said thoughtfully, "if you needed a hand, all you had to do was ask."

Before Sam could do more that sputter incredulously, Quorra winked mischievously and sauntered off into the direction of her bedroom, presumably to get dressed.

Pausing for a moment while his brain tried to make sense of what had just happened, a slow grin began to lift the corners of Sam's lips, simultaneously causing his eyes to sparkle with their old blend of wild confidence.

Sam stood up quickly, zipping his jeans but not bothering to button them as he began walking in the same direction Quorra had left in. Smirking, Sam finally knew exactly what he wanted to say.

"Hey, Quorra! So, about that offer…"