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Max Eilerson sat in the corner of Excalibur's mess hall with his eyes closed, listening to the sounds of the ship. The small computer in front of his was running one more decryption program on some alien hieroglyphs they had found. Eilerson was resting his eyes and listening to the ship, cloaked in artificial night, slipping through hyperspace. Even the low hum of the ships powerful engines seemed muted as if in respect for the sleeping and the dead.

The ship's next stop was practically on the other side of the galaxy. Some other dead world to poke around on looking for answers. The extended journey gave the crew some much-needed down time to catch up on work and decompress.

Max Eilerson heard the mess hall doors swish open 'Who else is up at his hour?' he thought. Opening one eye he spotted Lt. John Matheson heading towards the cooks counter apparently to drum up a midnight snack. The idea of food suddenly appealed to Max.

"Could you grab something for me while you're over there, lieutenant?" Matheson spun around at the sound on the voice.

"Mr. Eilerson." The Lieutenant was obviously quite startled. "I didn't realize you were there... You were so -- quiet." Max smiled at the final pause.

"I think the cook stashed some left over chicken in the small fridge behind the counter, if you'd be so kind." Lt. Matheson nodded and when searching for that midnight snack.

The elusive chicken was found along with some cheese, fruit, and coffee. The two men settled wordlessly into the late night meal. Max could tell that the usually calm, cool Lieutenant was still agitated. "I'm sorry I startled you earlier, Lieutenant." Max said in a rather uncharacteristically friendly tone.

"It's okay, really. It's just that normally when I walk into a room I know if someone's there, but you were like a null space. It was just a little startling that's all."

"I didn't realize I was even doing that. I guess it's just become instinctive over the years." Matheson raised one eye brow quizzically, the unasked question of 'What were you doing that you'd have to hide from telepaths?' hanging between them. Something in Max opened up. Maybe because seeing his ex wife had made him lonely, or he just wanted real conversation he began to talk.

"My best friend growing up on Mars, Mikey, was a telepath. Fairly strong at that, probably close to P12. He had figured out what he was by age 4 and I had guessed it when I was about 5 and kept loosing at hide and seek." Max smiled at the old memories starting to fade around the edges. "When I guessed I made him teach me how to hide my thoughts and become invisible, partly so I'd have a fighting chance at hide and seek, and partly so when the Psi cops did the tests at school they wouldn't find him out through me. Five years old and scared to death of being caught. He didn't know what he was doing and neither did I so we taught each other and made it up as we went along."

"You learned well considering you had no formal training."

"Yah well when we got to our teens the word started going around that they were using Psi Cops to ferret out member of the Mars resistance. In those days everyone knew someone who knew someone who was in the resistance and Mikey and I knew a lot of important someone's. To test myself I'd think of something and then make Mikey try to force it from my head any way possible."

The Lieutenant's eyes got wide.

"Do you have any idea how dangerous that is? You could have suffered permanent neurological damage doing that."

"Tell me about it. I had headaches for weeks at a time, but there was no other option. I wasn't going to give up Mikey to the Corps and I wasn't going to give the Mars resistance up to Earth Gov. I learned to disappear into the walls a far as telepaths were concerned. Hiding your best friend for 14 years it just becomes habit."

"So what happened to Mikey?" Matheson suddenly was hit by a wave of grief and loneliness so strong he flinched backwards. "I'm sorry I shouldn't have--"

"No that was my fault." Max cut him off. "I should have had more control there." Max took a big swallow of his now tepid coffee. "We were both 19. Mikey got sick, high fever, landed himself in the hospital. I was out of town and he couldn't hide himself in that state. A commercial telepath, P5 maybe, found him out. He had been in my head so many times over the years that when he called for help I heard it. I got back home as fast as the tubes would go. I smuggled him out of the hospital just before the Psi Cops got there. As soon as he could function I did some computer hacking, got him a new identity, plenty of credits and helped him buy a ship on non existent money. He left the surface of Mars and went rogue and that as they say is that."

"But president Sheridan gave complete pardons to all the blips after the Telepath war."

"I know, but Mikey probably doesn't. He wanted to get as far away from Earth Gov. space as possible. He wanted to go looking for the Technomages of all people. As far as I know he was either killed or is still running." Matheson was startled by the man's confessions. Here late at night Max Eilerson, the man whose arrogance was the bane of the ship had taken down the walls and become quite human all of a sudden.

Max Eilerson's thoughts were not nearly as profound and were slowing sinking into the gutter. Thinking of Mikey always had two effects on him. It made him depressed and it made him horny. Always a bad combination. He had begun to admire the Lieutenants long graceful hands he Matheson began to speak again. "He must have been a very good friend to go through all that for."

"Yes he was, the best, in more ways than one." Eilerson was getting desperate quick. He decided to try something he hadn't done in a long time. Since Mikey left. He gathered up all his sexual desire, some particularly provocative images, and just about anything else arousing he could scrounge out of his head (which was more than he cared to admit). He then let all those thought innocently float to the top of his mind, where they he knew they would leek out. He let them sit there until he decided he wasn't going to get a response from the lieutenant. 'Damn Psi Corps training.' Eilerson thought. He did something that he knew would get attention. He took those same thoughts and flung them at the young man. Matheson head snapped up so fast that Max thought he might have hurt himself. Max smiled, remembering the first time he'd been able to send to Mikey that way, it had gotten a similar reaction. It was funnier then since it had been in the middle of math class. Matheson hadn't said anything yet, so Eilerson just raised an eyebrow and let other things float to the top of his mind. He could see the color rising in the young man's cheeks and the pupils dilate in his eyes.

"Mr. Eilerson." the lieutenant spoke very slowly. "Are you aware of what you are doing and suggesting?"

"Probably more aware than you are." John Matheson was shocked, for several reasons and on many levels, first big shock was that it was rare for a normal to have enough control over his own mind to project in that kind of tight beam detail. The second big shock was that he always thought of the egotistical Mr. Eilerson as being completely heterosexual. His mind was working as fast as it could in its logical manner, waging pros and cons but when Eilerson sent a picture of the two of them naked under triple moons he had only two thoughts, the first was 'What an imagination.', the second was 'Screw it.'

Max was expecting a little more talk but when the ship's first officer and resident telepath leaned over the table, grabbed him by the shirt and kissed him, Eilerson decided that talk was vastly overrated.

All Max could think of to say after the kiss was finished was: "My place or yours?"

"Mine, definitely."

The two men all but ran to the lieutenant's quarters.

'What the hell am I about to do?' Matheson's left brain had finally started up again. 'I'm about to go to bed with Max Eilerson. IPX's poster boy, and the general all around headache of the ship.' 'Yes you are.' The right brain injected 'You're both desperate, lonely, horny, and he's not that bad of a guy, think of it as therapy and enjoy yourself?'

"Lights 50%."

They slipped inside the lieutenant's quarters without being seen by any of the night shift. This time it was Max who started the embrace. The two men held onto each other as if their lives depended on it. The desperation became like a feedback loop. Max had begun to feast on the other man's tongue, sucking it in and out of his own mouth. As tongues clashed hands began to roam. Max reached up squeezing the lieutenant's nipples and rolling them around in his fingers till he heard gasps and sharp moans. Hands slipped under his shirt and began to pull it off. As if by an invisible signal them two men detailed themselves just long enough to strip naked.

Eilerson suddenly felt a little self conscious. He mentally put his corporate, getting-a-little-too-close-to-middle-age, could-stand-to-do-a-few-sit-ups figure next to the younger man's military trimness and physique. The lieutenant didn't need to be a telepath to see the self doubt creep into the other man's face.

"Well, there's one way to fix that."

The lieutenant grabbed Max Eilerson by the shoulders and kissed him hard. They sunk to their knees, the friction of hard cocks rubbing against bellies and each other brought each man perilously close to coming.

Matheson scraped his nails across the other man's back as they thrust against one another, he felt Eilerson do the same. Matheson thought he was going to come when Max pulled back. Words couldn't be articulated but they didn't need to be. Matheson jumped to his feet dragging the other man into the bedroom and flung him on the bed. Grabbing a small bottle off his night stand the lieutenant slicked up his engorged organ with military efficiency, then poured some across his partner's ass. Eilerson had used the time to place a pillow beneath his hips and raised his bottom skywards.

'"Max Eilerson's a bottom, who'd have guessed?' The thought flickered across the lieutenant's mind. He lowered himself over the other man, taking a deep breath before pushing his raging erection into the tight puckered hole. A part of him was trying to be gentle and hold back as he slowly entered but Eilerson would have none of that.

"I'm no virgin, lieutenant. Fuck me." Well, you don't get to be a first officer without learning how to follow orders. Matheson drove in with all his pent up passion. It had been a long time for both men and it didn't take too much time on the lieutenant's part for both men to come at the same moment.

Max Eilerson was aware that he was in bed with a warm body. The temperature felt human and so did the skin. The next thing his sleep clouded mind tried to figure out was who. [Mikey? No Ex Wife? No then ??? oh boy] ...then it all came back. The late night snack, the conversation, the telepathic offer, the ... [incredibly good sex] Max's eyes flew open.

"Hello Max."

"Hello Lieutenant."

"You're a light sleeper."

"Used to piss my ex off." Max paused. "Did you...?"

"You were projecting."

"Oh ... was it that good?"

"Considering it's been a while for both of us, yes it was." Max rolled over onto his back and let out a hiss.

"Lieutenant, didn't your mother ever tell you to cut your nails?"

"What?"

"My back feels like it's been mauled by a bear."

"Max, I didn't use my nails on your back -- you used yours on mine."

"Then how come ... ?"

"Just a second. Close your eyes." Max closed his eyes and felt a hand caress his neck. "Open your eyes. What did I do?"

"You touched my neck."

"No, I touched my own. See?"

The lieutenant caressed his own neck then ran a hand down his chest. Max felt the touch and his nipples began to harden.

"Lieutenant ... John. Are you telling me that's not normal? That always happened with Mikey, and to a lesser extent with my wife."

"It's not normal among non-telepaths Max." Max was silent "Max, can I check something in your head? I promise I won't look at anything personal."

"It's okay John, I trust you for some strange reason." The Lieutenant smiled.

"Hold still." Max felt what could be described as a gentle breeze across his mind. Out of sheer instinct he began to throw up shields, blocks and distractions.

[Sshh, it's okay, I won't hurt you.] With agonizing slowness Max brought down the barriers and for the first time in years let someone in. It seemed like hours passed as the Lieutenant did what ever it a he was doing. [Max, you're a telepath.]

[?!?!?]

[Not much. Not even P-1 you're a .5 maybe. All those years you were hiding Mikey, you were also hiding yourself] Max withdrew his mind, locking it down as tight as he could even as the tears began to fall.

"I'm sorry, Max. I won't tell and we'll figure out how to hide it from Mr. Jones. We've got six months." John felt helpless. He'd seen this before, in the Corps. People who had slipped though the cracks, bloomed late in life after family and career were already set. John just held his lover until he'd cried himself out. "You know, Max, it makes sense in a certain way. I've seen you translate recordings and written things. You're good, the best I've seen, but if there's an actual person there you translate almost as fast as you hear it. Some part of your mind is picking up on the emotion and meaning behind the words." John hoped he was of some comfort but his lover remained silent.

"What time is it, John?"

"About 0200 hours, and I'm off duty tomorrow." There was another pause.

[John?]

[Yes?]

[Remind me I'm still alive.] Someone once said laughter's the best medicine but sex comes in a close second.

The two men embraced. Not with the fevered passion of the night before, but with the tenderness of two lovers learning each other's bodies. To the two men it felt as if their bodies were melting into one another. What one felt, the other felt, as hands began to move through hair and down backs. Neither man was sure who was touching who. Max trailed kisses down the other man's chest. Taking one nipple between his teeth he teased the end with his tongue.

The young Lieutenant jumped and Max felt his own nipples and cock spring to attention.

[You!!!]

[I'll have to remember that trick.]

He reached down, rolling the lieutenants balls around in his hand. Matheson felt the blood rush form his head to his cock engorging it even more. Max slid down and took some time to admire this prize before him. Despite the Lieutenant's delicate frame he was very will hung with an almost abnormal thickness.

[So what does the Corps think about same sex partners?] Max had decided to be a tease and was licking the lieutenant's thighs.

[Sort of like the Romans. As long as you bred with whom they told you to they didn't care were you got your jollies.]

[Speaking of...] Max took the thick cock before him into his mouth slowly, an inch at a time. This was as much for his benefit as anyone else's for as he sucked he felt the same pressure on his own organ. The Lieutenant made whimpering noises as he desperately tried to hold still.

Max continued to suck as he pulled off, leaving a purple shaft in his wake. [Max, I'll get you for this.]

[Promises, promises.]

[I always keep my promises, Max.] With that, the lieutenant threw Max off, flipped him on his stomach, and straddled him. "If this doesn't remind you you're alive, Mr. Eilerson, nothing will." John Matheson drove himself in and saw stars. Between the two men pleasure and pain fed on each other in an ever increasing feedback loop of sensation. Even as he drove himself in again, the lieutenant felt his own ass being violated by a phantom cock, and Max could feel non existent flesh puckered tight around his cock. Someone let out a cry and both men slept contentedly for the first time in many years.

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