"No. No, I don't think…" Richie Cunningham started babbling, grabbing the hand that had wandered to the fly of his jeans and pulling it away, realizing he had taken on more than he could handle. "You're a very nice girl, really. It's not you…"

"Richie? It's okay. Come back here and we'll slow down."

"I don't think that's such a good idea," he added as he sat on the edge of the bed, looking around for the rest of his clothes.

"Why?" The question was meant to soothe but didn't. "Listen, Richie. You just need to relax a little. It'll be okay."

Richie looked at Shirley Feeney, feeling lost, desperate. "Maybe I'd better just go."

She sat up, her slip sliding further off her shoulders, baring both breasts.

Richie looked at them, feeling heat rising to his face, before quickly averting his eyes.

Shirley laughed gently. "You can look, Richie." She posed, thrusting her chest out slightly, the cool air moving across her body causing her nipples to harden provocatively. "You can even touch. You were touching," she reminded him. "You were doing just fine."

Richie swallowed and glanced back at her, unable to look away again. "Through your clothes," he managed around a tight throat. "But now you're…"

"Naked?" Shirley asked gently. "It's easier to make love when you're naked, Richie."

"Make love?" he asked. "Is that what we were doing?"

Shirley smiled at him understandingly. "It's what we are doin'. What we could be doin'. If you'd just get back here." She leaned in toward him, resting her naked skin against his bare arm, his side.

Richie looked at her from the corner of his eye, his heart skipping a beat as he felt her breasts pressed into him, her nipples brushing his arm, his back as she moved against him in invitation. With some distant sense of shock at the reaction of his body, Richie realized he was harder than he'd ever been and wondered how – and why – he was sitting there, hands in his lap in some vague attempt to hide his arousal, refusing to do what Shirley wanted him to do, what he wanted to do.

"Come on," Shirley urged, one hand sneaking onto his bare chest, playing with the tight skin, the other hand moving to rest on his lower back, the fingers teasing beneath the waistband of his jeans. "Let's lie back down. I'll make you feel good, Richie. So good."

Yet still he sat there, unable to move forward, unwilling to move back, frozen between childhood and adulthood, frozen like a frightened baby who couldn't even decide where to go to feel safe.

With a sigh, Shirley wiggled her way to the edge of the bed, sitting next to him a moment before standing and letting her slip fall away to her feet. She stood there in nothing but panties, hands on womanly hips. In the diffused light from the scarf-draped lamp in the corner of the small bedroom, Richie could just barely see the look on her face; one that could have been pity if not for the desire clearly visible in her eyes.

"How about I get us something to drink, huh? Pepsi okay?"

Richie nodded, looking at her, amazed to be looking at a naked woman, amazed that he was actually contemplating walking away from that naked woman.

"Okay," Shirley agreed, turning to leave the bedroom.

"Wait!"

She turned back, and smiled. "Yeah?"

"Um… don't you want to… put something… you know… on?"

She looked down at herself. "Oh, that's okay," she said, waving his concern aside with a casual hand. "Laverne sees me naked all the time. And Fonzie's no stranger to it, either!" She laughed as she opened the bedroom door and stepped into the equally dimly-lit living room. "Hi, guys," Richie heard her call. "Don't mind me."

"Everything okay, Shirl?" Laverne asked, her distinctive voice slightly muffled.

"Oh, yeah. Richie's doing fine, he's just got a little stage fright, that's all," she said, all concern and understanding in her sweet voice.

"Stage fright," Richie whispered to himself, wondering if that's all it was. Was he just afraid of failing? Or was it that this all seemed so casual when what he was thinking of doing should be a major step for him, a huge change of life? At eighteen, he was still a virgin. He wasn't ashamed or proud, it simply was a fact.

He'd thought it a really good idea to try a second double date with Laverne and Shirley after their first date had ended when his parents came home early.

As with the first date, a second had been Fonzie's idea and he'd gone along. But when dinner and a movie had turned into a trip to the girls' apartment then to the two couples separating – Fonzie and Laverne taking the living room sofa and Shirley leading Richie by the hand into the bedroom – he'd started to question the wisdom of the date.

He liked Shirley. She was sweet and innocent even as she was tough and worldly. Older than him by several years, he got the distinct impression that she liked the idea of being his first. And, he knew, he could do worse than having her be the one to introduce him to the intimate ways between man and woman. He liked the idea. So why was he shying away from it now?

"Rich?"

Richie looked up to find Fonzie leaning in the bedroom doorway. He was naked but for his jeans and the first three buttons of those were undone. Richie swallowed heavily and forced himself to meet his friend's eyes.

"Yeah, Fonz?"

"Everything alright?"

"Yeah. Yeah. Sure."

"You're really sure? This isn't too much for you?" Fonzie asked kindly, stepping into the room and slowly, hesitantly approaching the bed. "You just have to say if it is. Shirley will understand."

Richie looked down at his feet, realizing he was just as naked as Fonzie, clad only in his jeans. For some reason, it was his bare feet that made him feel most vulnerable.

"Rich?"

"Yeah." Richie didn't look up.

"You don't have to do this, you know."

Richie nodded. "I know."

"But you feel you should," Fonzie said with certainty, "like you're ready to take the step but, at the same time, you're pretty scared of falling off the cliff."

Richie's head snapped up as he met Fonzie's eyes. "How did you know?"

"Because that's how every guy feels on the cusp of crossing that line between being a boy and being a man… not that sex makes you a man, you understand. But it's a pretty important moment," Fonzie commiserated.

"Yeah. Yeah, that's how I feel."

"Scared."

Richie nodded.

"It's okay to be scared, Rich. And, as you well know, admitting that you're scared is half the battle of defeating what you're afraid of. So, you gonna face this or do you want to try again some other time? Either's okay."

Looking into those compassionate, melted-chocolate brown eyes, Richie felt like he could face anything. His courage returned with a surge of power, his fear retreated, and his desire blossomed. He blushed as he realized Fonzie couldn't help but be aware of the last.

Fonzie smiled. "It's okay, Red. It's not the first time I've seen a hard-on."

Richie laughed nervously. "It's the first time you've seen mine," he muttered.

"Hmmm," Fonzie said enigmatically. "Hey, Shirley's standing there watching us," he said quietly, tilting his head toward the bedroom door. "You want I should have her come over here?"

It was only then that Richie realized Shirley was, in fact, standing in the doorway with two bottles of Pepsi in her hand, Laverne right behind her, just as undressed as Shirley. There were twin smiles on the girls' faces, twin interest, twin understanding.

Feeling himself blush even further at the scrutiny of three experienced people, Richie nodded. "That would be… okay."

Fonzie reached out and placed a gentle hand on Richie's shoulder, holding the other hand out for Shirley.

She set the bottles on the dresser and walked up to Fonzie, hugging him, sighing as his hand soothed down her back before dipping inside her panties and resting on her ass. She giggled as that same hand maneuvered her panties off and she kicked them aside, standing in Fonzie's embrace completely naked.

"Here, Rich," Fonzie said, gently guiding Shirley back to Richie's side. "This is for you."

Shirley giggled again but sat next to Richie, pressing herself to him, leaning her head on his shoulder. "He's awfully cute, Fonzie," she sighed, a definite hint of smugness in her voice. "But he's a little scared. Think you can help with that?"

Richie, who'd been looking at her, drew back slightly, glancing at Fonzie for an explanation.

"Rich?" Fonzie asked. "You feel better with me here?"

"I… I guess I do," he admitted. "But you and Laverne…"

"Oh, don't worry about me," Laverne drawled, taking a seat on the chair by the vanity. "I'm good."

Fonzie smiled at her then turned back to his friend. "She's good. If you don't mind," he assured. "If you do…"

"No. I guess that's alright."

"Good," Fonzie approved. "We're your friends, Rich. We're not here to judge you. We all want this to work for you, to be really… really good for you," he added, grinning hugely.

As always, Richie couldn't resist that grin and smiled back.

"Why don't we get rid of these," Shirley said gently as her hands snaked around Richie and unfastened his belt, popping the top button of his jeans at the same time. "Stand up for a sec," she instructed and Richie obeyed, standing in front of Fonzie, who reached to finish unbuttoning his jeans and slid them off Richie's hips along with his underwear, leaving him naked.

Fonzie smiled and shoved him with one finger to the middle of his chest, causing him to sit back down on the Barbie-pink bedspread.

Richie stared up at Fonzie, at the look that had come over Fonzie's face. He wasn't sure what he was seeing but he knew he liked it. Whatever it was.

"Nothing to be ashamed of, Rich," Fonzie said thickly. "Right, Shirley?"

"God, Fonzie," Shirley breathed as she leaned on one hand, gazing at Richie's bared body. "He's gorgeous," she said as she ran one hand over Richie's smooth chest.

Fonzie's smile returned. "Yeah," he breathed.

"Fonz?" Richie asked, feeling out of control, feeling light-headed, feeling hornier than he'd ever been in his eighteen years.

"Just relax," Fonzie told him. "Let Shirley take care of you."

"That's right," Shirley agreed, "just let me take care of you." She took Richie by the shoulders and eased him down until he was lying on his back. Then she lay down beside him, pressing against his entire length, one hand in his hair, one hand on his trembling stomach.

Standing over them, Fonzie looked down, licking his lips before kneeling next to the bed. He leaned in next to Richie's ear and whispered, "Let us make you feel good, Rich."

Richie turned his head to find Fonzie right there, sharing the same breathing space, his compelling eyes deep and needy. He nodded, eyes studying every aspect of Fonzie's face, seeing it from a new perspective – seeing Fonzie from a new perspective.

Meanwhile, Shirley's hand had moved from Richie's stomach to his upper thigh and, even as Richie was silently communicating with Fonzie, her hand moved up to gently take his erection.

Richie's attention instantly returned to her, to her hand and what she was doing. He looked down at the incredible sight of his dick in someone else's hand and gasped, quickly closing his eyes against the wave of lust that nearly overcame him.

"Breathe," Fonzie instructed, one hand settling on Richie's shoulder, rubbing down to his biceps then back up again.

Richie breathed.

"Open your eyes."

Richie opened his eyes… and found Fonzie right there again, leaning over him, something indefinable in his expression.

"Shirley," Fonzie said without looking away from Richie. "Why don't you trade places with Richie? Let him decide when and what to touch, huh?"

"Sure, Fonzie," she readily agreed, squirming around until she was flat on her back, one hand flung above her head. She looked at Richie expectantly.

Richie, now on his side, leaning up on one elbow, looked down at her, unsure where to begin.

Fonzie smiled and ruffled Richie's hair. "This is always a great place to begin," he said conspiratorially and leaned down to kiss Shirley's right breast, lingering over the nipple. He leaned away and looked at Richie, nodding his head toward Shirley. "Nothin' to it," he said gently.

Gulping, Richie nodded, leaned down and kissed Shirley's left breast, teasing his tongue across the tight nipple before sitting up again.

Fonzie grinned at him and moved back toward Shirley, a gentle hand in Richie's hair urging him to do the same.

Together, the two men turned their attention to Shirley's breasts, rapidly growing more enthusiastic as Shirley arched into their touch, as the sounds of mouths on flesh became louder… as their faces touched every so often as one or the other turned this way or that.

Beneath his lips, Shirley's taut flesh felt like a miracle to Richie, like a dream he'd never dreamed suddenly there, full and lush in his mind. She tasted of powder and milk, of sweetness and a faint trace of salt. She was delightful beneath his tongue, swarming up to receive his attention, laughing with delight when he gently bit down and sighing when he licked away the sting. That this miracle was happening while Fonzie was at his side was nearly more than Richie could comprehend. How had he gone from frozen with anxiety to this… this banquet of sensations?

Shirley shifted as he moved his mouth from her nipple to her throat. He felt Fonzie pressing a hand to his back, felt his callused fingers scrape the length of his spine before landing on the swell of his ass. He felt Shirley's legs move, one on either side of his hips, felt her grip his legs with hers, felt her heat surge against his excited groin. He knew what she wanted. He wanted it, too. He just wasn't sure how to go about getting it.

He moaned as his dick swelled further, Shirley's excitement reaching his nose in a wave of pure need.

"Okay?" Fonzie breathed against his neck. "Okay, Rich?"

Richie nodded, nuzzling his neck against the unexpectedly desirable sensation of Fonzie's warmth on his skin.

"You know what to do?" Fonzie asked gently.

Richie shrugged, turning his head until he could just meet Fonzie's eyes. He knew he was pleading, knew what was on his face, knew he was asking a lot of his friend… and he knew Fonzie would never let him down.

"Here," Fonzie said, taking Richie's hand in his and bringing it down to Richie's side from where it had been playing in Shirley's hair. "Kneel up a little."

Richie knelt and Shirley spread her legs wide, revealing secrets Richie had never really expected to share. She was beautiful. Soft and wet, pink and intricate and she smelled of hidden things, hot things that felt like lava on his skin, mysteries so ancient no man had ever truly unlocked their meaning.

The forbidden flesh was dusted with dark hair, sable-soft and neat; a lovely, dark framework for the pale-pink petals it surrounded.

Fonzie moved their locked hands toward that hot, wet place, wrapping two of his fingers around two of Richie's. Slowly, he touched them to the exposed folds, stroking down, gathering moisture then stroking back up, gathering more. Up and down he slid their fingers, awakening that earthy scent, releasing it to the room. It hit Richie like a hammer to the gut, taking his breath away but leaving compounded desire behind.

Fonzie shifted his hold on Richie's hand, turning it so he held Richie's thumb in his grip. He then moved Richie's hand to the small protrusion at the apex of Shirley's sex. She writhed when he touched her there, spreading her legs further, both arms reaching over her head and grabbing the bars of the headboard. She bit her lip, watching Fonzie touch Richie's fingers to her.

Across the room, a gasp was heard as Laverne shifted her chair closer. She remained silent otherwise, a distant, almost-presence, not quite registering on the senses of the three in the bed.

"Okay?" Fonzie breathed, checking with Richie.

Mouth slightly open, Richie broke away from staring at where his fingers were playing and glanced at Fonzie, barely able to nod in the affirmative.

"Here," Fonzie said, shifting his grip on Richie's hand once again so that he had two of his fingers wrapped around two of Richie's once more. With his free hand, Fonzie used his index finger and thumb to spread Shirley wide, exposing the embrasure to her core, then he slipped their entwined fingers through the breach, into a tunnel of watery silk and grasping muscle.

Richie moaned, his entire body clenching at the feel of being inside that heat, of being held securely by his best friend even as Shirley held him securely with her muscles.

Shirley echoed Richie's moan, her entire body throbbing with her gasping breaths. One hand was playing with her nipple, the other still locked to the headboard.

"Okay, Shirl?" Laverne asked softly from the shadows of the room.

Richie distantly heard Shirley reply, felt her clasp down on his fingers then relax.

Fonzie removed their hands, spread Richie's fingers so that he could hold three of them, then plunged back into Shirley, causing her to urgently bend toward them, crying out in little puffs of need.

"Richie!" she gasped.

He kissed the inside of her thigh in response, too caught up in the fact that he and Fonzie were still buried in her to find any words.

"See," Fonzie breathed against his cheek, "you have to be sure she's really wet." He thrust their fingers in deep. "It'll hurt her if she's dry. Right? Feel how wet she is?"

"Oh, yeah," Richie managed. "Really wet."

Fonzie looked at him from only an inch away, a smile lighting his eyes. "Fast learner," he praised.

Richie returned the smile a little shakily, all painful need.

"It gets better," Fonzie told him, releasing his grip on Richie's hand. "Stay there," he instructed, indicating Richie's hand.

Richie did as told, letting his fingers play at Shirley's opening, feeling her moisture flow as he twirled and danced his fingers inside her.

Suddenly, like a rip-tide, he was swept into a place of pure lust so unexpected, so deep and dangerous that he couldn't breathe, couldn't think; Fonzie had taken Richie's dick in his hand, tugging on it gently, ensuring those last few pulses of hardness.

"Kneel up," Fonzie instructed, his voice shallow, thin… sexy. "Come on, Rich. Kneel up."

Richie did as he was told.

"Scoot forward," Fonzie urged, Richie's dick still in his hand, throbbing against his palm.

Richie felt Fonzie's fingers tighten rhythmically and knew that, if he let himself linger on the sensation for too long, he could easily lose all control. Just from Fonzie's touch. But, not wanting to become distracted, he turned his attention to Fonzie's instructions.

"Closer. Move closer to her, Rich. That's it."

Richie felt the head of his dick rest against the slippery opening between Shirley's legs and had to fight with all his concentration not to come, not to release the terrible, delicious tension that was wracking his body.

"Just let yourself fall forward," Fonzie breathed, his lips tight against Richie's ear, his tongue flicking out to taste, to lick Richie's skin. "Let your dick slip inside," he whispered hotly as he guided Richie, holding Shirley open as he placed his best friend inside her.

Richie groaned as Fonzie's hand released him only to move to Richie's back, only to slide down until those same, slick fingers soothed up and down Richie's slowly clenching ass.

Shirley gasped as Richie sank further in, sliding along her passage in a gentle, downward glide until his pelvis was pressed tightly to hers.

A grunt escaped him as he landed, buried deep inside the impossible heat, the incredible tightness.

Fonzie's hand petted him as Richie rested, held still by the contrary urge to move, to thrust. He waited, not sure what came next. Then he felt Fonzie's hand slip around the curve of his ass, cupping, gently squeezing, dipping further down until his fingers teased at Richie's balls. Then Richie moved, pushing back into his friend's hand, letting that same hand press him forward as Fonzie brushed back up Richie's ass, his fingers teasing along the demarcation line that separated the strong cheeks. Up and down Fonzie's hand moved; in and out Richie's hips thrust. An intimate rhythm was found, a rhythm of understanding and silent comprehension between the closest of friends. Fonzie guided, Richie obeyed.

The perfection lasted only minutes as Richie became lost in the sweet clenching of Shirley's internal muscles. He thrust one last time, suspended at the top of his perch in her body, hung in a sea of physical sensation fused with emotional shock. He shook, trembling as he held on to the anticipation for a second, a heartbeat. Then he shuddered and came, great quakes taking his entire body, tossing him on a previously unknown tide, lifting him up and setting him down in the safety of his best friend's arms.

Fonzie cradled Richie to his chest, holding him up when Richie's strength failed. Soothing words were murmured against Richie's neck, his cheek. Strong hands held him in place, pushed damp hair from his forehead, caressed spasming muscles.

Slowly, Richie came back to himself, realized he was leaning his entire weight against Fonzie, realized that Fonzie's mouth was pressed to his cheek, just beside his mouth. He shifted, only then becoming aware that he was still deeply buried in Shirley's body, a body that was limp with exhaustion. He glanced at her face and found sweet, understanding, satiated eyes on him, one delicate hand stroking his trembling belly.

"I knew you'd be fantastic," she told him proudly.

He crooked a smile at her and felt Fonzie's echoing smile against his cheek. He let his head fall back on his shoulders with a happy sigh.

"Fonzie?" a small voice called from across the room.

Richie looked through the gentle light to the corner, finding Laverne, naked, perched on the edge of the chair, knees together in a parody of modesty.

Fonzie pulled away from Richie enough to look at her. He smiled and she came to him, kneeling beside him where he still knelt by the bed.

She kissed Fonzie's cheek, then leaned over the bed and touched her lips to Shirley's in a gentle caress that all but fired sparks between the two women.

Shirley sighed into Laverne's kiss, her entire body shifting, glorying in its luscious state.

Pulling away with a parting lick to Shirley's lower lip, Laverne wrapped her arms around Fonzie and he freed one hand to hug her back, nodding when she kissed his shoulder.

Richie watched, fascinated, as Laverne's hands moved to the partly opened front of Fonzie's straining jeans. He could just see the swollen bend of Fonzie's dick where it was trapped in the tight denim. He watched as Laverne's hands finished unbuttoning the jeans and Fonzie popped free, hard and flushed and leaking.

Fonzie gasped, eyes closing for a moment in relief, then opening again to meet Richie's gaze. He smiled as Laverne's hands took him in, held him a moment, before moving over his needy flesh. Fonzie grunted at the motion, not taking his eyes off Richie.

It was an incredible sight, an unbelievable sight: Fonzie's dick in Laverne's hand, Fonzie watching him as he was jerked off. Richie felt his own dick surge in its warm, wet sheath and looked down to find Shirley grinning at him. She wiggled her hips encouragingly.

"You want to touch him?" she asked Richie, indicating Fonzie. "It's okay if you want to."

Richie balked, then glanced at Fonzie for his reaction to Shirley's suggestion.

"If you want," Fonzie breathed, slightly short of breath, both giving permission and excuse. "I'd like you to," he added when Richie's mouth opened then closed without speaking.

Richie found his fingers taken again into those capable, callused hands and felt the building tension ease once again. It appeared that, when Fonzie had hold of him, nothing was impossible or wrong or difficult. It appeared that, together, they could achieve anything. Not that he hadn't known that for years. But this was an entirely new level of trust and connection between them.

Fonzie entwined their fingers and brought their joined hands to his lips, kissing Richie's knuckles briefly before lowering their hands to his groin.

Laverne released Fonzie just as the two men's hands lowered. His dick nearly leapt into their grasp and Fonzie bit his lip to keep from crying out at the touch. A hiss escaped his control and he thrust into the tunnel their hands created.

Laverne knelt beside them, one hand still on Fonzie's hip, watching as her other hand slipped down between her own legs. She moaned but didn't take her eyes off the two men and their hands.

"Rich," Fonzie breathed as he began thrusting, driving himself into their shared grip, unable to remain still any longer.

Richie, hypnotized by the feel of Fonzie's hard flesh in his hand, by the feel of Fonzie's fingers wrapped around his own, helplessly echoed the motion of Fonzie's hips and began thrusting into Shirley once more, encouraged by the look in Fonzie's eyes as much as by the encouraging clenching of Shirley's legs.

Richie moved his hand, moved his thumb upward along the shaft, up over the weeping head of Fonzie's dick, receiving an inarticulate sound of pleasure for his efforts. He grinned, repeated the motion, quickened his rhythm, both that of his hand and his hips.

In response, Fonzie quickened his thrusts into Richie's hand, striving for his goal, needing desperately. One hand moved unconsciously to Richie's ass and Richie cried out, thrusting wildly.

"Fonzie," he gasped, nearly sobbing.

Fonzie leaned forward and touched his lips to Richie's open mouth in a partial kiss and came, pouring his seed into Richie's hand even as he felt Richie seize in his own climax.

Two other voices joined them, both indistinct and unimportant. All that mattered was the two of them as they leaned together, drawing breath into deprived lungs, open mouths resting against each other's cheeks.

Fonzie slumped forward, his chest resting against Richie's side, his arms circling Richie's waist.

Richie felt himself slip from Shirley's body finally, felt her maneuver her way out from under him. Gentle hands urged him flat. A heavy body rested against his length. A soft blanket settled over them. And that was all Richie knew for a very long while.

Soft voices slowly brought Richie up from the depths of sleep. The sight that greeted him when he pried open his eyes took his breath away. Lying on the bed next to his, blankets riding at her waist, Shirley lay cuddled close to Laverne who, in turn, was holding Shirley tightly.

As he watched, the two women exchanged lazy kisses and Shirley giggled softly.

"Hey," he managed, not knowing how else to let them know he was awake.

"Richie?" The soft voice was sweet and concerned as Shirley detached herself from Laverne's grasp, reached for a robe at the end of her bed, and sat up, looking at him from across the small space separating the two beds.

"What time is it?" he asked, sitting up to face her, pulling the blanket around his chilled shoulders.

"You've been asleep for almost an hour," she told him, reaching over to brush his mussed hair from his eyes.

It was then that full memory returned and he looked around sharply for his friend – his friend who had been asleep beside him.

"He went home," Shirley told him. "We thought it best. Didn't want you to be too… uncomfortable."

He nodded, silently admitting to himself that it was way too late for that; he was feeling pretty damned uncomfortable.

"You can take a shower," Shirley told him. "Your clothes are in the bathroom and there's a clean towel." She stood, leaned over and kissed his forehead. "Thank you, Richie. I had a really good time."

He felt himself smile and knew he had a dopey look on his face, unable to remove it, unable to do much of anything in the surreal world into which he seemed to have fallen.

He moved automatically, nodding to Laverne as she smiled at him from where she remained, naked, on the other bed. Dragging the blanket along with him, he headed to the bathroom. He ran the water hot, letting the steam and heat soothe the nagging, unnamable pain that was growing inside him, somewhere he couldn't touch, somewhere he didn't know. It felt like loneliness and distant sorrow but it was neither. What it was was disturbing, unsettling. And he knew the feeling wasn't going to easily go away.

Dressed once more in his jeans and shirt, his shoes in one hand, Richie exited the bathroom and sat on a kitchen chair to pull on his loafers.

"I hope you had a good time," Laverne drawled from where she now sat on the sofa. Wrapped in a robe identical to Shirley's but for the huge "L" on the breast, she looked happy and calm, satisfied.

"Yeah," Richie managed. "Great time."

"Good. It should be great your first time. It isn't always, you know." The look on her face was serious, stern. "Richie, not everyone has someone like Fonzie in their life. Actually, no one does. No one has the kind of friend he is to you. I hope you know that. I hope you understand what that was all about."

The nameless sorrow rose up to choke him and he could only nod, even though he was far from certain he understood exactly what Laverne was trying to tell him.

She leaned forward, an elbow on a drawn up knee. "He loves you, Richie. Shirley and I both saw that the first time we met you, saw how deeply he loves you. Even if you've missed it all this time."

He nodded again, feeling his face heat and his heart pound. He knew Fonzie loved him. He knew he loved Fonzie. He'd never stopped to question that before but he realized, now, he had no choice but to do so.

"I didn't miss anything," he managed to say. "But… thank you. It means a lot that you're telling me this."

"Okay," she said, a tiny smile turning her face pretty. "Now, you better go before it gets so late your folks start worrying."

He stood, looking around him as though he'd lost something precious – which, he realized, he had. No, not lost, just altered, evolved.

Shirley was suddenly there, wrapping him in her arms, her head bent back so she could look up into his eyes. "You're a great guy, Richie. Don't ever let anyone or any thing make you think otherwise." She kissed him then turned him by the shoulders and aimed him at the door.

"Say good-night, Richie," she teased. "And come back any time you want."

He nodded again, glancing back at Laverne. He held up a hand in farewell, then stepped through the door.

In front of him was a dim hallway, a dark night, his waiting car – which had been parked beside Fonzie's bike but now stood alone – and a puzzling future. He walked down the first, into the second, climbed inside the third and put the fourth on hold for another day.

The day bloomed a little bit too bright for Richie's taste; he felt slightly hung over, lethargic and vaguely unhappy. He'd arrived home to a dark house around one o'clock that morning and had managed to sleep until nine. It was a Saturday and he could hear the house around him buzz with the presence of people who, during the week, were long gone by this hour.

He stretched and rested back into the pillows. He felt different, changed, partly due to the fact of his lost virginity and partly, he thought wryly, to the fact that he'd all but made love with his best friend the night before. No, there was no 'almost' about it; he and Fonzie had made love. He knew enough to know what he and Fonzie had shared went far beyond sex. What had passed between them strayed into utterly unfamiliar territory for Richie, into the realm of love on a scale he'd never before encountered except, possibly, in literature.

As he'd grown older, many of Richie's ideals had been dented, bent out of shape. If he hadn't become a full-blown cynic, at least he was no longer the starry-eyed innocent he'd been only a few years earlier. What continued to surprise him was that Fonzie was exactly the opposite. No matter what happened, what disaster life threw at him, Fonzie always managed to find the bright side, the silver in the black cloud, the positive in any negative. He was always there for Richie, never failing to stand by him, stand for him, stand with him. In everything. And if their friendship seemed a little odd to outsiders, so be it. There was nothing Richie wouldn't do for Fonzie and, as proven the night before, nothing Fonzie wouldn't do for Richie.

But it had been more than Fonzie's usual support that had brought him to Richie's intimate aid. It was more than friendship at work here. There had been tenderness and compassion, desire and a unique form of love that humbled Richie even as it warmed and shocked him.

He knew Fonzie had been as surprised as he had by the way the night had turned out; Fonzie didn't have a devious bone in his body. Shirley, on the other hand, had seemed to take inordinate pleasure in drawing them all together. She's been puffed up, prideful, pleased with herself in a way that suggested to Richie a certain duplicity on her part in wandering out of the bedroom in the first place. Had she manipulated Fonzie into joining them? Did it matter?

Laverne had told him that Fonzie loved him. Had she really been trying to tell him that Fonzie was in love with him? He suspected so… knew so, if he were honest with himself. And, since he was being honest with himself, he was forced to face the fact that he was in love with Fonzie, too. Had been for a very long while.

The thought brought him upright in bed. He felt the blood drain from his face, his head felt light and his heart tried to pound its way out of his chest. It was too much, too much too fast. He had to slow down, had to think.

But before he could do anything, a knock at his door announced his mother's arrival.

The door opened a crack and Marion's voice whispered, "Are you awake, Richard? Breakfast is almost ready."

"Okay, Mom. I'll be down in a bit."

"Did you have a good time last night, dear?" she asked in her sweet, caring way.

Richie swallowed, an ironic grin coming to his face and a maniacal laugh rising in his throat. "Yeah," he managed to say in a fairly normal voice. "Great."

"That's nice, dear. Come down when you're ready."

The door closed and Richie slumped forward, his forehead falling into his waiting hands.

The last thing Richie expected to see when he entered the living room a few minutes later was Fonzie. But there he was, sitting between Howard and Joanie, looking anything but comfortable. He almost froze at the sight, unsure what to do, how to talk to his friend after what had happened the night before. He'd heard the term 'morning after' but, until that minute, had had no concept of what it truly meant.

"Come sit down, Richard," Marion ordered as she set the last plate on the table and took her own seat. "I just caught Arthur as he was leaving. Without breakfast," she added, scandalized.

So that explained it. Fonzie hadn't wanted to come to breakfast, had been coerced by his mother's particular brand of blackmail. Strangely, knowing Fonzie was uncomfortable this morning made him feel more steady, more confident. He knew he could face anything as long as he and Fonzie were on the same wave-length, even if it was a strained wave-length.

Richie drew a fortifying breath as he took his seat at the table, forcing himself to glance at Fonzie only to find troubled brown eyes regarding him in return. There was no humor in those eyes, just uncertainty and something Richie could only label panic, though the very concept when related to Fonzie was utterly alien.

Around them, Marion and Joanie discussed their plans for the day and Howard read his paper. Everything seemed normal. He served himself as plates were handed to him, answered questions directed at him, but he couldn't bring himself to actually eat or to find any real enthusiasm for his family's goings on.

After that first, hesitant glance, Richie found it impossible to keep his eyes off his friend. He couldn't equate this withdrawn man with the vibrant, dynamic force that was Fonzie. And he certainly couldn't equate this man with the Fonzie who'd held him, touched him so carefully, so wantonly the night before.

For his part, Fonzie seemed just as confused as Richie. He, too, couldn't seem to keep his eyes to himself and when their gazes met, the heaviness in Fonzie's eyes nearly brought tears to Richie's. It was almost too much to bear.

Wiping his mouth, Richie stood, drawing the attention of everyone at the table. "Uh, sorry. I just remembered. I promised to meet Ralph and Potsie at… at the park this morning. To shoot a few hoops," he added quickly before running upstairs to change his clothes and grab his basketball. When he returned to the living room dressed in jeans, tee-shirt and sneakers, only Howard was at the table. He could see Joanie and Marion in the kitchen cleaning up after breakfast.

"Fonzie said he'd be at home most of the day," Howard said from behind his paper. "Apparently this information is so important that he made me swear I'd tell you." He glanced around the side of the paper at his son. "Is something going on with you, two?" he asked. "Did you have a disagreement?"

Richie managed a quick smile. "No. Everything's fine, Dad. He just wanted to talk to me about something today. I'll go up there later…"

Howard continued to look at him. "I'd suggest taking care of whatever it is now, Richard. Something's bothering Fonzie. Maybe you should put that before playing basketball."

"Oh, sure, Dad. I didn't mean…" He paused at the look on his father's face. "Right. I'll go up now."

"Good. Tell Fonzie that your mother expects him for dinner tomorrow night."

"I will," Richie assured him, placing the ball he held carefully on the sofa before making his way through the kitchen toward the back door.

"Hey, Rich," Joanie stopped him, her hands busy drying a plate. "I'm going to Jenny Piccolo's later. Want me to stop by the park and tell Potsie and Ralph you'll be late? It's on my way."

"No, that's okay," Richie rushed, knowing Joanie wouldn't find his two friends at the park if she went looking. "It was kind of a loose thing. They aren't really expecting me."

Joanie frowned but before she could pursue the matter, Marion shooed Richie out the door and stared Joanie back into finishing the dishes.

Outside, Richie paused, unsure what to do. Obviously, Fonzie thought they should talk. But the very idea made him tremble. The thought of being alone with Fonzie, now, so soon after… Sweat broke out on his upper lip and he quickly swiped it away. He was more nervous than he'd ever been in his entire life, more nervous than he'd been the night before when he'd nearly chickened out with Shirley. But he hadn't chickened out. And Fonzie was the reason. As always, Fonzie was the reason. Fonzie was his reason – for just about everything. So why was he so afraid of going upstairs and talking to that reason face to face?

Firming his jaw, Richie started climbing the steps to the apartment above the garage, pausing again at the door, fist raised to knock.

"Come on in, Rich," Fonzie said from inside, his voice carrying easily through the open window. "It's okay."

Richie opened the door and walked into the tiny space, feeling some of his nervousness recede in the familiar environment and at the familiar sight of Fonzie lounging on his couch.

"Hey," he said, standing just inside the door near the small kitchen table, hands resting on the back of one of the chairs.

"You can come in and relax, Red. I won't bite."

Richie forced a smile and moved to the other side of the table, sitting backward astride a chair only two feet from where Fonzie sat, aware that he was placing a barrier of sorts between them.

They looked at each other, unable to look away again, unable to speak. Finally, Richie cleared his throat.

"About last night," he began only to be stopped by Fonzie's raised hand.

"That's what I wanted to talk to you about," the older man said softly. "I wanted to apologize…"

"No!" Richie blurted. "I mean, you don't have to do that."

"I don't?"

Richie shrugged. "Unless you feel you really need to."

"I thought you'd want me to," Fonzie confessed. "Things got a little… crazy."

A smile crooked the corner of Richie's mouth. "Yeah."

"Too crazy," Fonzie added, eyes pleading for Richie to deny it.

"Crazier than I'd ever experienced," Richie admitted. "Crazier than I expected anything to ever get." He laughed humorlessly. "But… too crazy? No. No, not too crazy."

"I would have thought…" Fonzie stopped, his thoughts visibly changing direction. "I want you to know that I've never done that before." The words were rushed, quick. "With a guy," he added.

The crooked grin was back. "Me either," Richie teased, feeling the tension between them ease a bit. "I did a lot of things last night that I've never done before."

"Did you… like it? Any of it?"

Richie nodded enthusiastically. "Oh, yeah. I liked… it all."

Slowly, a smile progressed up Fonzie's face and he nodded. "I'm glad. I didn't want you to think… I wanted it to be a good thing for you."

"It was, Fonz. It was a good thing. I don't know how to tell you…"

"You don't have to," Fonzie stated. "I know."

"Do you?"

"Yeah, I think I do." His smile blossomed and he sank back on the sofa as though every bone in his body had melted. "I was a little worried there, Red, to tell you the truth."

"I could tell," Richie said. "And so was I. I didn't know what to say to you…"

"Hey, you can say anything to me. Any time. I just didn't want to have ruined our friendship," Fonzie added almost shyly.

"Ah, Fonz," Richie said, deeply affected by the real worry in Fonzie's voice. "Nothing could ever ruin our friendship. Sure, we've had fights, disagreements. We'll have more. But nothing will ever ruin it."

"Last night was something else, though. No fight or disagreement, huh? That was…"

Richie felt himself blush furiously but forced the words past his lips, feeling they needed to be said. "That was beautiful, Fonz."

Eyes the color of fertile soil met his, the passion in them astounding, the love unmistakable. "Yeah," he agreed softly. "It was."

Richie nodded, swallowed heavily. "It's just… I never thought about… Two men…"

Fonzie tilted his head in thought. "I've known guys who… go that way. Most of them are just regular seeming guys. But I've never thought about it for me, you know?" He met Richie's eyes, squinting slightly in concentration. "And, you know what? I don't think I'd ever have thought about it… if it wasn't with you."

Richie bit his lip, his hands fluttering momentarily before he clasped them to his forearms on the back of the chair. "Fonz…"

"What are we, Rich?" Fonzie asked. "Best friends," he stated as though beginning a list. "Protectors. Heroes to each other. Brothers?"

Richie nodded. "All of that, Fonz."

"But more, too, huh?"

"Yeah," Richie agreed. "More."

"How much more, Rich?"

Richie blinked back tears, feeling that unnamable emotion threaten him again but, this time, loneliness and sorrow had little to do with it. Fonzie was watching him, he felt as well as saw those ocean-deep eyes on him, felt their touch like the softest caress, the most gentle rain on his skin. He knew what he was feeling, knew how to name that unnamable emotion but fear kept his throat closed, his lips tight.

"I'm pushing you," Fonzie said. "It's too quick."

"Fonz," Richie rasped. "No, not too quick. And maybe I need pushing a little."

Fonzie nodded for him to continue, shifting so that he leaned forward, elbows on knees, bringing their faces within inches of each other.

"I'm kinda confused, I admit that. But only about how I've missed this. Missed how I feel about you," he added thickly. "I don't understand why this is happening or how we'd ever make it work between us. I'm uncertain of how these feelings fit into my life, into what I thought my life would be. And I sure don't understand how I fit into your life, how I ever could as anything more than your… sidekick."

"Hey," Fonzie protested, reaching out to lay his hand on Richie's arm, grabbing on with fingers that secured them together. "Don't talk like that about yourself. Sidekick," he huffed, genuinely offended. "If anyone around here is a sidekick it's been me. I never hung around people like your family or your friends before I met you. This," he gestured around him, taking in Richie, his apartment and the house below, "is all because of you. That's how you fit in my life, Red. You fit in my life because you are my life." The last few words were nearly choked off by emotion that swam in Fonzie's eyes and manifested in the fist clenched over Fonzie's heart.

Stunned beyond words, all Richie could do was stare.

"Rich," Fonzie continued, his voice stronger, "I don't have answers to those other questions. I only know that when I'm with you, the world is right, my life is what it's supposed to be. I'm who I'm supposed to be. If we keep things as they've always been, fine, I can live with that. As long as you're with me, I can live with anything." He drew a deep breath, purposefully meeting Richie's eyes. "But," he continued tensely, nervously, "if you want to change things, if you want to maybe see if what happened last night could lead to something… else, then I'd be…" He shut his mouth firmly, held his breath for a moment, then let it out slowly. "I'd be a very happy man."

"You love me." Richie's voice made it a statement, Richie's eyes made it the most important question he'd ever asked.

Fonzie's hand tightened on Richie's arm, his fingers clenching and unclenching. He shifted, scooting closer to the backward chair, his legs spread to either side of Richie's. "I'm just me, you know, Rich? I'm the Fonz. I thought that's all I'd ever be. And that was enough. Hey, it was more than enough." He grinned, though it was a shallow imitation of his usual killer smile. "But then something happened and I became more than just me." He shook his head. "I didn't see it coming. God, I never saw it coming. But, yeah. Oh, yeah," he breathed. "I'm in love with you like no one's business. I'm in love with you and it's like a miracle." He leaned forward, resting his forehead on Richie's shoulder.

Unable – and unwilling – to move his arms, Richie leaned his head down until it rested on Fonzie's. He rubbed his cheek against the soft hair, trying to let actions speak when, for possibly the first time in his life, he had no words.

"Rich," Fonzie muttered into Richie's white tee-shirt, "when you came up here, I wanted to apologize. I still do." He sat up, causing Richie to do the same, and stared into overwhelmed blue eyes. His face relaxed into stunned affection. "I need to apologize. For all of this. Last night shouldn't have happened," he said, almost pleading. "I'm older than you. I'm the one with experience. I should have left you alone." He put a finger over Richie's lips so he wouldn't interrupt, letting it rub back and forth over the soft, moist flesh. "But I can't do it. I can't say I'm sorry for last night or for what I've just told you. I'm not sorry for any of it, even though I know I should be."

Richie kissed the fingers covering his lips then, his stomach pressed to the chair back, he leaned to rest his head on Fonzie's shoulder, reversing their positions. "Don't ever apologize for last night, Fonz," Richie said softly. "Or for feeling so strongly for me. That's… that's such a huge gift… such a blessing in my life. You've always been a blessing for me, Fonz. I love you, you know I do. And, yeah, you're a lot more experienced with women than I am and you're three years older. But you're no more experienced in this than I am." He sat up again, untangling his arms from Fonzie's hold, placing one palm on Fonzie's nearby thigh, the other against that beautiful face. "What are we going to do? How are we going to do this? I don't see that we have any chance, Fonz. I just don't see it…"

Fonzie covered Richie's hand with his own, moved it so he could kiss the palm, then drew Richie in and placed a gentle kiss on his trembling lips. They pulled away from the kiss, looked into each others eyes, then fell into each other again, no longer able to swim against the tide pulling them away from the safety of shore, pulling them inexorably together.

The kiss was sweet and passionate and tasted of coffee and young men; eagerness and lust, love and excitement. They kissed until breath ran short, both panting for lack of oxygen, then sat, the chair back between them, their cheeks pressed together while they caught their breath.

"We can't do this," Richie told him, pulling back enough to look into Fonzie's eyes. "Not here."

Momentary panic passed in a heartbeat and Fonzie smiled, shaking his head. "Not while anyone's home below, no. But there will be times – like this afternoon – when everyone's gone. It'll do. For now. And I have friends who'll lend us their apartment for an evening." He caressed the hair from Richie's eyes. "It'll have to be enough for now. Until we figure something else out."

"Laverne and Shirley," Richie said, nodding.

"They'd never say a thing to a soul," Fonzie assured him. "They have too much to lose themselves."

It took a minute before Richie looked at him. "How long…?"

"Since they were kids. They still date guys… well, they date me." He smiled his shark's smile. "Even women who love each other can't give me up," he teased.

"We'll see about that, bucko," Richie teased back. "I'm thinking I may not be so ready to share you any more."

Fonzie kissed him, a lingering caress of lips punctuation by the dart of tongue. "For appearances, Red. Like Laverne and Shirley. For protection, nothing more. Understand?"

Richie nodded. "I don't have to like it, do I?"

"No more than I do."

"But I'm not the one who'll be dating all those girls," Richie protested.

"Of course you will. We both have to act like nothing's changed. For now, Rich. Only for now." He petted Richie's muted-amber hair, seemingly fascinated by it. "It'll all work out. You're going to school at UofW next fall and will still be living at home but maybe that can change, huh? Maybe we can find a way to live together."

"You really want this," Richie said as though only just then truly realizing it. "You're not just having a… a… fling, are you?"

"Rich," Fonzie said reasonably, "if I wanted to take a walk on the other side of the tracks, so to speak, I could have found a safer way to do it, someone not in my own back yard, if you get my drift. Why would I risk the most important friendship in my life if I was only curious or bored or whatever's going on in that brain of yours?" His fingers tightened in Richie's hair and he tugged gently. "I'm going to say this again and I want you to listen to me, okay?"

Richie nodded as Fonzie's fingers released their grasp and smoothed through Richie's hair again.

"I'm in love with you. I've never been in love before," he added. "And will never be in love with anyone else. If you want me, if you feel the same as I do, then we'll work it out. If you ever change your mind, if you want to go back to how things were, just say so. Okay?"

"Fonz," Richie sighed. "I love you and I want you and I'll never love anyone else, either. And you have to promise me that if you change your mind, you'll tell me."

"I'll never change my mind," Fonzie told him, speaking directly against Richie's lips. "Never."

Richie drew him in then, welcoming the sweet taste, the heat and pressure of so much strength in his arms.

Fonzie drew back, lips trailing down Richie's sharp jaw, nipping as he went, tracing long paths down the column of Richie's throat. "When will everybody be gone?" he asked.

Barely able to think clearly, Richie drew in a deep breath, wrapping both arms around Fonzie's back. "Uh… Dad should be leaving for the store any minute if he's not already gone. Mom and Joanie are going to Aunt Marie's and will be gone until about six or seven. I think they… uh… said they'd be leaving… uh… around noon. Oh…"

With a parting nibble to an earlobe, Fonzie pushed Richie away from him, holding him up by the shoulders. "You have to go back down, say goodbye to your mom and Joanie. You have to be sure they're gone. Then you have to come back up here. You have to come back to me before I'm forced to come down after you."

Richie smiled at the semi-serious teasing. "I'll make it quick," he agreed, kissing Fonzie again, the intended buss quickly turning serious. "I'll make it real quick," he added as he stood, hands still entwined with Fonzie's, the backwards chair still between them. "Can't leave if you don't let me go," he pointed out.

Fonzie grinned shyly, and released his hold, leaning back on the sofa, watching as Richie moved away from him.

"Nice ass," Fonzie said softly, causing Richie to nearly stumble as pushed the chair back into place at the table. He quickly turned around, his mouth open in outraged surprise. "Well, it is," Fonzie insisted. "I like you in jeans."

Blushing furiously, Richie shrugged, not knowing how to respond.

"Don't get so flustered," Fonzie advised warmly. "And get used to me telling you how gorgeous you are."

Completely at a loss, Richie just stood there, his face all but glowing.

"Sorry," Fonzie apologized with a huge smile. "I'll try not to embarrass you so much just before you have to go back to your family. But that's all I'm promising."

Unable to do anything but smile at the man who'd come to mean so much to him, Richie pulled himself together and turned for the door again. Just before his hand met the handle, he looked over his shoulder and said, "You're not so bad yourself, you know. I think I see what all those girls always admired about you."

"Hey," Fonzie drawled, arms spread to his sides.

Richie laughed. "Yeah, that, too. But I meant how sweet you are. And not just to taste – though you're sweet there, too." He watched Fonzie's cheeks flush with pleasure. "Two way street, bucko," Richie bragged, dimples popping as he smiled. "Get used to it."

"You are going to be so much fun, Red," Fonzie told him.

"You bet," Richie responded, opening the door and stepping out onto the landing. "Oh, you bet."