A Most Willing Student
Part 1
By: Cathy Roberts
Glroberts@bigfoot.com

A Benton/Carter slash story. Rated M18+ for male/male sex.

"E.R." and all its characters belong to Warner Brothers. No
copyright infringement is intended. Honest. Please ask
before archiving or distributing.

This story is a continuation of two stories written for the
"Going Fourth" challenge on alt.tv.er.creative. They are
entitled "Going Fourth (Cathy.1) and Going Fourth (Cathy.3) and
explore an elevator ride from the points of view of both men.
This story begins later the same day. It is not necessary
that you read the "Going Fourth" stories, but it might be fun
to do so anyway. They are archived at "The Five Archives"
under the Going Fourth Challenge. The site address is
http://www.hiley.demon.co.uk/archives/index.htm

There are a lot of thank you's to hand out. A big thank you
to Michelle, who issued the "Going Fourth" challenge in the
first place. A big thank you to Melissa, my editor, who makes
sure that I don't misspell "tongue". And a big thank you to
WPAdmirer, whose John Carter/Walter Skinner slash storyline
inspired me to try my hand at writing slash. I also want to
thank all of you who have encouraged me in my past efforts
and hope that you find the following story entertaining.



After his encounter with Peter Benton in the erratic elevator,
John Carter's day had gotten progressively worse. He had been
pushed into a wall, kicked in the ankle and cursed at. When
his shift ended he had a headache and he escaped to the roof
for some much needed fresh air. He had spent nearly an hour
on the roof and was finally feeling human again. The elevator
doors opened and he stepped onto the elevator and pushed the
button for the ground floor. As the doors closed, he noticed
that he was on the defective elevator. Hopefully, he would
get back to the E. R. and his locker in one piece.

The ride was smooth and quick until it came to a stop on the
surgical floor. John bit back a groan when he saw who
was waiting.

Peter entered the elevator and pushed the button for the
ground floor. He seemed to be as determined to avoid
talking to John as John was to avoid talking to him.
John didn't think he could stand riding down that many
floors with Peter, so he reached out and pushed the button
for the fourth floor. He would check on that patient from
this morning. When he had seen her earlier, she had not yet
had her baby, but she wasn't out of the woods yet.

John kept his eyes locked on the numerical display above
the doors. He breathed a sigh of relief as the elevator
passed the fifth floor. A few seconds more and he would
be out of there. He stepped up to the doors, eager to make
his escape. Once more, the elevator lived up to its reputation
as it screeched to a stop, throwing him to the side and right
into Peter's arms. Both men fell to the floor, their arms
and legs tangled together. The elevator cables made a
grinding sound and then fell silent.

"I don't think it's going to start up again." John said
as he reluctantly disengaged himself from Peter's arms.

"I think you might be right about that." Peter got to his
feet and reached down to help John to his feet. As John
stood, a sharp pain shot through his right ankle; the same
ankle that had been kicked earlier.

"Damn!" John immediately sat down on the floor and Peter
knelt in front of him. "Is it broken?"

Peter gently removed John's shoe and sock, then carefully
examined the ankle. "I don't think so. Does it hurt when
I do this?"

"No."

"Good. Can you flex your foot?"

John's attempt resulted in pain. Peter wrapped his hand
firmly around the injured ankle, holding it completely still.
"I guess the answer to that is no."

John grimaced, "Seems that way."

"Well, maybe this will help." Peter began to slowly massage
the ankle in the hope that increased blood circulation would
help.

"Is it feeling any better?" Peter looked up at John,
surprised to see that John's eyes were tightly closed and
he had a pained expression on his face. He immediately
stopped what he was doing. "I'm sorry. You should have
told me I was hurting you."

"It wouldn't matter, would it?" John snapped, very out of
sorts. He had liked what Peter was doing. It had felt good
and his mind found it way too easy to imagine Peter massaging
a different part of his body. He had a raging hard-on that
he knew Peter would notice, then Peter would get defensive
and he would end up embarrassed. He would never be able to
face Peter again, he just knew it.

"Just what the hell is that supposed to mean?" Peter asked,
feeling hurt and a little angry that John would snap at him.
John was so mild mannered that Peter could count on one
hand the number of times John had ever snapped back at him.

John looked up at him, "You have never cared whether or
not you hurt me, so you can just quit pretending to be a
concerned friend."

"You are so wrong about that, Carter. If you only knew...
forget it. If you don't want my help, then just forget it."
Peter stood and went to the other side of the elevator. As
he leaned against the wall, he could feel John's eyes upon
him. Maybe he should just go on and tell John the truth.
The whole entire, sordid truth. Get it out into the open.
Lose John's respect forever. John Carter had been the best
student he had ever had and he had treated John like he
didn't exist. Lucy Knight had told him just an hour ago that
John felt Peter was one of the best surgeons and teachers
in the hospital. After all that he had put John through,
the horrible way he had treated him through the years, John
still sang his praises.

"You're correct when you say I pretend, Carter. Where you're
wrong is what I pretend about. Ever since the day I met you
I've had to pretend to not like you. I tried everything I
knew to keep you at arm's distance from me."

"I don't understand. Are you saying that none of that was
real? It certainly felt real enough to me when you told me
I had no business being a surgeon. It felt real enough to me
when you told me that you had never cared what I did or didn't
do."

"It hurt me to tell you that."

"Yeah, I noticed that right away."

Peter winced as the heavy sarcasm hit home. Well, in for
a pound, in for a dollar, as his mother always used to say.
God, what would his mother say if she was here to hear him
now? "Carter, do you think you could keep quiet long enough
for me to explain things to you?" Peter watched as John
used the rail to pull himself upright.

"Fine. Explain things to me, Dr. Benton."

"I have wanted you from the very moment I saw you standing
in front of the admit desk. You were so young and naïve,
standing there looking lost, dressed in a tailored lab coat.
I wanted to walk up to you and rip that coat and the rest of
your clothing right off your body and take you right there and
then. I rushed you through the Emergency Room tour because
I was afraid that if I slowed down in any of the rooms that
I just might kiss you. That would have been one hell of a
way to begin your surgical rotation, wouldn't it? And yes,
I tried to push you out of surgery when I began to realize
that I was falling in love with you. So, there you have it,
Carter. I love you and I want you just as much today as I
did the first day I saw you. Maybe even more. For three
years I suffered while you were my student, wanting you and
loving you and knowing I could never have you."

There, he had done it. Confessed all of it to John. Peter
looked at John, noting the shocked look on his face and
the scared look in his eyes. "Christ," he thought, "he
probably thinks I'm going to rape him now." He tensed as
John limped over to his side of the elevator, thinking that
John was going to hit him. Well, he deserved it.

John came to a stop mere inches from Peter's body. His
mind was still processing all that Peter had said, but seven
words were etched firmly in John's brain: "I love you and
I want you." How often had he fantasized about hearing
Peter say that to him?

"Well?" Peter finally asked. If John was going to hit
him, why didn't he just go on and do it, get it over with?

"I'm not your student any more."

Peter blinked, "I know that."

"Then what's stopping you from having me?" John smiled
and Peter felt his heart melt even as he disbelieved what
his ears were hearing.

"Are you saying that..."

John took Peter's hand and placed it against his erection.
With a moan, Peter realized exactly what John was saying.
He let out another moan as the elevator slowly began to move.
It was just as well. If he even as much as kissed him
right now, then there would be no stopping him from doing
everything else he had wanted to do with him.

"If we get off on the fourth floor, we can take the stairs
and won't have to worry about being stranded in here again."
John said.

"You had better be off work."

"I am. What about you?"

"I was heading home. I'm parked near the elevators on the
second level of the garage. Get your things and meet me
there. You're coming home with me."

"Dr. Benton, I've..."

"Peter. My name is Peter."

John blushed and continued, "Peter, I've never been with
another man. Hell, I've never wanted another man until I
got to know you. I don't want to disappoint you."

"John, there is no way that you will ever disappoint me.
Trust me."

"I guess I'll have to."

The doors opened and they got out on the fourth floor.
Peter helped him down the stairs, then headed for his car
while John went to get his things from the locker room in
the E.R. Peter stowed his stuff in the backseat, then leaned
against the side of the car to wait for John. He couldn't quite
believe the way things were turning out. One minute he was
thinking that John Carter hated him and the next thing he
knew he had felt how much John cared about him. He grinned
as he imagined what John would look like without his
clothing. He thought of how he would pay meticulous
attention to every inch of that body. His grin faded as
he realized that once more he had been thrown into the role
of being John's teacher. He himself had only been with
a few men in his life; it wasn't a lifestyle he embraced, so
his experience wasn't all that great. The last time he
had been with another man had been when he was twenty years
old. Quite a long time ago. And now he had the responsibility
of finding out what would feel good to John and teaching
John how to do the things that felt good to him. His grin
returned as he thought about that. This would be a student-
teacher relationship that he was eager to explore.

"Is that smile for me?"

Peter hadn't even noticed John approaching him. "Yeah,
it's because of you. Get in and let's go."

John opened the passenger door and threw his bag on the back
seat, then got in and put his seatbelt on as Peter did the
same. Peter had to try really hard to keep to the posted
speed limit on the way home. He wanted to be there already.
It was an exquisite agony to be sitting inches away from John
and know that John wanted him just as much as he wanted
John. Peter felt really proud of the fact that he was
able to keep his hands off John for the entire drive in
the car and for the elevator ride to his apartment, and for
the walk down the hallway. He even let John get all the
way into the apartment before he took the bag from him and
flung it into the corner, then pulled John close and tenderly
kissed him on the lips. He was a little shaken when John
pushed against his chest, putting more space between them.

His face flushed, John stared at the floor, his hands still
firmly planted on Peter's chest.

"You don't really want to do this, do you?" Peter softly asked.

John's head jerked up, "I do. I want to be with you. But,
I've never kissed a man on the lips before. The way you just
kissed me, well, it felt so right. So natural. I suddenly
realized that I don't have the first clue about what to do."

"I'm not the most experienced person with this, but I can
tell you this much; just do what feels good to you. You've
kissed women before, right?"

John nodded.

"And they've kissed you. You know how they reacted when you
kissed them and you know how you felt when they kissed you.
You know what you like. Shit, this is going to drive me
crazy, but I think we should take this slow. Very slow.
We'll start with kissing."

Peter grabbed John's wrists and brought the younger man's
hands up to his lips, then began to slowly and tenderly kiss
each finger. As he turned John's hands over to give attention
to the palms, he could hear the change in John's breathing.
Peter lingered over the right palm, encircling the palm with
his tongue before planting a kiss in the middle. Then Peter
repeated the process with John's left hand. Afterward, he let
go of John's hands and stood still, waiting.

John swallowed nervously, knowing that Peter was expecting to
be kissed now. How in the Hell was he supposed to remember
how he kissed women when it was Peter standing there
in front of him, his erection pressing against his pants,
telling John that he wanted him a lot.

"I showed you how to do it, John, now all you have to do is
copy what I did. You've always been a quick learner."
Peter smiled encouragingly.

John stepped closer to Peter and his hands bracketed Peter's
face, holding his head still while John's lips connected with
Peter's. The kiss was soft and tender and he caught Peter's
lower lip with his lips, gently sucking on it as he pulled
away. Peter closed his eyes as his mind went over the various
scenarios that kiss had promised. He could feel John's lips
on his chin, his cheeks, his neck; small butterfly kisses
that teased and tickled.

"Was that okay?" John asked, his voice sounding unsure.

Peter nodded, then found his voice, "That was very nice.
I'm feeling very jealous about the women who have been with you."

"Jealous because you wanted to be them or jealous because
they had me?" John grinned.

Peter grinned back, "Both. I think we should take this into
the bedroom." Peter saw John tense at the word and he reached
out and tenderly stroked John's cheek, "Relax. I said that
we'd go slowly, and we will. I just had the idea that I could
get you used to having your body touched and kissed by another
man."

"How would you do that?"

"I was thinking along the lines of stripping you and then
having my way with you until you scream."

"And that's your definition of slow?"

Peter grinned, "It is when all I'll be doing is touching and
kissing you."

"Until I scream?"

"Yeah. Who knows? This might take all night."

"I wouldn't be so sure of that." With a totally wicked smile,
John reached out and stroked Peter's erection through his
pants, pressing his hand firmly against it and making Peter
moan. "You just might be the one doing the screaming."

"I guess we'll just have to see who screams first, won't we?"
Peter stepped around John and headed for the bedroom, stopping
in the doorway. "Lock the door and come here."

John made sure that all the locks were secure before he walked
to where Peter waited. Peter turned his body sideways to
allow John to precede him into the room, then he closed the
door, thinking that John would appreciate the extra feeling
of privacy that a closed door would provide.

John stood by the bed, watching Peter and waiting to see what
Peter wanted him to do next. It was strangely exciting,
taking orders from Peter Benton once again. Especially since
these orders were resulting in his own pleasure.

Peter leaned back against the door, trying to decide what to
do next. He knew what he wanted, and that was for John to
be completely undressed. His indecisiveness lay in the
mechanics of getting him that way. He could slowly undress
him, not allowing John to help at all. That had long been a
fantasy of his. But another fantasy involved watching while
John disrobed for him, removing the items of clothing that
Peter told him to remove.

Peter stood there for such a long time that John began to
feel uneasy. He cleared his throat, "Is something wrong?"

"No. I just can't make up my mind on how I want you to undress."

John laughed, even though he could see that Peter was serious
about the topic.

"It's not that funny, Carter."

Uh, oh. Peter had called him Carter. That meant he wasn't
amused by the situation. "Can I ask you something?"

"Go ahead."

"Is this going to be one-night stand kind of thing, or do
you plan on us doing this often?"

"I don't want it to be a one-night stand, John. I've waited
five years for you and I plan to love you a lot. A whole lot."

"Then there will be other times when I'll be getting undressed
in front of you, so what difference does it make which method
you choose now?"

"You're right. It doesn't really matter. Okay, slip out of
your shoes, then take your socks off."

Keeping his eyes on Peter, John kicked off his shoes, then
quickly shed his socks. Straightening, he asked, "What next?"

"Well, first, I want you to stay silent. Understand?"

John nodded.

"Take off your shirt."

John slowly loosened his tie, then pulled it from around his
neck and tossed it to the floor by his shoes. Then he slid
the straps from his suspenders off his shoulders, then he
undid the buttons at each wrist. He then pulled his shirttail
out from his pants and began to unbutton the shirt, beginning at
the top. The entire time, Peter's gaze never left his body,
but John did notice that Peter's eyes had darkened and his
breathing had become quicker. Hell, his had too. His shirt
joined his tie.

"Now remove your pants and undershorts together," Peter's
voice was husky with passion and he wasn't entirely sure
that he was going to be able to play with John Carter at his
ease; unless he did something to gain release first. But,
part of his plan had been to remain fully dressed while he
introduced John to the pleasure of being loved by another
man. He briefly closed his eyes as John's pants and shorts
dropped off his slim hips and John's fully erect penis sprang
free, pointing directly at him.

John stepped out of his clothes and kicked them to the side.
He wondered if Peter was as hard under his clothing as he was.
He hoped so.

"Turn around. Slowly. I want to see all of you."

John did as instructed and when he was once more facing Peter,
he discovered that Peter had taken the opportunity to move
closer to him. Placing one hand behind John's neck, Peter
pulled his face closer and he kissed John, his tongue pushing
at John's lips until John opened them and allowed him access
to his mouth. Peter had to make himself slow down to slowly
explore the inside of that mouth and he was totally unprepared
when John captured his tongue and began to eagerly suck on it,
giving him a hint of what might happen later.

Peter pulled away, "Lay down on the bed on your back."

John sat down on the edge of the bed, then reclined back, not
sure about what Peter intended, but trusting that Peter would
not physically harm him or do anything to humiliate him. He
felt a soft kiss on the skin just above the knee of his right
leg. Other kisses followed as Peter made his way up that thigh.
When Peter was level with John's groin, he slowly licked a
circle upon John's hip, never touching his penis. Then he
moved down and repeated the process on John's left thigh,
again, ending at the hip.

Peter then straddled John's body and he bent over to kiss
the right side of John's waist while he caressed the left
side with his hand. His mouth and hands slowly moved upward,
until he reached John's nipples. He attacked them both at
the same time, rolling each one between thumb and forefinger,
making them harden even more, although Peter wasn't really
sure how that was possible. He looked up at John's face to
see if he liked what was happening. John's eyes were closed,
but the look on his face assured Peter that John was feeling
pretty good right about now. Still, it wouldn't hurt to ask
if this felt good.

"Do you like this, John?"

John only nodded.

"Don't be afraid to tell me when you like or don't like
something I do."

"You told me not to talk", John's voice was thick with passion.

Peter grinned, "I did, didn't I? But, I meant for you not to
talk while you were undressing. You can talk now."

"Okay. Yes. I like this. You aren't stopping now, are you?"

Again, Peter grinned. John sounded very anxious about that
possibility. "No, baby, I'm not stopping now. I've only just
begun." With that, he lowered his head and took a nipple
into his mouth, sucking hard; teasing it with his teeth. He
felt John's body tense underneath him and heard the sharp intake
of breath. Then he gave the other nipple equal attention
before he began to kiss and caress his way back down John's body.

As he reached John's groin, he smiled as he saw how hard
his student had become. The tip of John's penis glistened
and Peter slowly rubbed his thumb across the tip, taking in
every detail of John's circumcised organ. So unlike his own,
except for the fact that both were throbbing with desire.
The crotch of his pants was soaked from his own pre-cum as
well as John's, but he didn't mind. It showed him just how
excited they both were right now. He ran a finger up and
down John's rigid shaft, delighted as John shivered and
moaned. He began to massage John's balls while he grabbed
the base of John's penis with his free hand, then dropped a
kiss just below the head of his penis before placing his mouth
a little lower and slowly sucking on the taut skin.

"Oh, sweet...Peter," John whispered. He had often been the
recipient of oral sex, but it had never felt like this. What
Peter was doing to him, had already done to him, was so much
more intense than anything a woman had ever done. For John,
that was a pretty important discovery, because the women he
had been with since medical school had not been bad at all.
They had been caring and inventive and most appreciative of
what he did to them with his mouth, hands and penis. They
often wanted to give him as much pleasure as he had given
them. Just as he now wanted to please Peter so much. He
knew that Peter was delaying his own gratification while
teaching him how good it felt to have his body kissed and
touched. That knowledge made him feel slightly guilty, but
he also felt very special and loved because Peter cared
enough to want him to enjoy it all. Peter's mouth felt so
good on him and when that mouth disappeared, John cried
out, "No!"

"I'm not done yet, baby. I need to get a condom."

John watched as Peter reached into the drawer of his nightstand
and removed a condom from a box. A smile played around his
lips as he realized just how much he liked hearing Peter call
him "baby". It was a Hell of a lot better than Carter, that
was for sure.

Peter quickly put the condom on John's penis, then he took
it into his mouth again, this time he hungrily sucked and
stroked, wanting to bring John to orgasm. Wanting to find
out if John was a screamer or if he was silent at that moment.
It didn't take long for him to get his answer. With a soft
gasp of pleasure, John's hips bucked and he came, ejaculating
over and over again into the condom. Peter wished there
wasn't a need for a condom, he wanted to taste John and he
wanted to have John taste him. After he was sure that John
was completely done, Peter carefully removed the condom
and he walked out to the bathroom to throw it away. When
he returned to his bedroom, John was laying exactly as he
had left him. Peter lay down on the bed beside him and
propped himself up on one elbow. With his free hand, he
traced patterns on John's smooth chest.

"Tired?" Peter asked.

"Why? Are you not done with me yet?"

Peter grinned, "Well, I was thinking that it was time for you
to show me what you learned tonight."

A smile slowly appeared on John's face and he rolled over to
his side to face Peter. "I think I'm recovered enough to do that."

"Are you sure? I don't want any half-hearted attempts on
your part."

"I can assure you that nothing I ever do in a bed is half-
hearted, Peter. I always give it my best."

"I'll just bet that you do."

Without warning, Peter found himself on his back, with John
straddling his hips. John began to unbutton his shirt,
placing a kiss on each inch of exposed skin until he had
the shirt open and pushed to the sides. He lowered his head
and sucked tenderly on Peter's nipple, then nuzzled his face
in the lush matting of hair that covered Peter's chest before
paying attention to the other nipple. With each breath he
took, John could smell a scent that was uniquely Peter's.
He had never paid much attention before to the way that other
people smelled, especially other men, but he liked Peter's scent.

"That feels good, John. Real good."

"I'm not done yet, Peter."

John slid down to straddle Peter's legs and began to work at
getting Peter's pants off of his body, wanting so much to see
the penis that was so clearly outlined against those trousers.
Within seconds, Peter's pants and underwear joined John's
clothing on the floor. Peter smiled as he watched John
tentatively reach out to softly stroke his upright penis.
Peter's entire body shuddered as John's lips kissed the spot
where the penis and the balls met, then John carefully took
his balls into his mouth and sucked them gently. A new
sensation thrilled him as a slight vibration emanated from
John's mouth and went right through his balls. He could
vaguely hear John humming and he realized this was what was
causing that wonderful feeling. Peter said a brief thanks
to whichever woman it had been who had done that to John -
it felt really nice and he didn't want John to stop. The
sexual tension of the past hour or so was beginning to take
its toll on Peter and he knew that he was close to coming.

"John, put a condom on me."

John looked up at him, but didn't disengage his mouth from
Peter's body.

"Now, John. I'm not joking."

With great reluctance, John sat upright, then reached for
the box of condoms. He quickly got it onto Peter's penis,
then took him into his mouth, using his mouth and tongue to
the best of his abilities to please Peter. He had always
heard that uncircumcised men were more sensitive, but he
didn't know if it was true or not. Of course, right now
wouldn't be a fair gauge of that anyway; he knew that Peter
had been steadily hard for a long time. He admired Peter
for being able to keep erect this long and also for not giving
in and using his hand to bring release to himself. He made
good use of his pleasurable memories as he lavished
attention on Peter's penis. He could feel Peter's hands
stroking his shoulders and the back of his neck before
they became entwined in his hair When Peter's hips began
to thrust upward, he knew that Peter was nearing orgasm
and John began to suck even harder. Suddenly, Peter's
fingers clenched even tighter in John's hair as his hips
thrust up one last time and Peter cried out his name. John
could feel the hot liquid fill the condom and he held
tight at the base of the condom to make sure that nothing
leaked out. Following Peter's example, he kept sucking
until Peter was limp, then he removed the condom and went
to throw it away.

When John returned to Peter's bedroom, he found Peter in
bed under the covers. Peter smiled at him and pulled the
covers back so that he could get into bed with him. They
immediately came together in the middle of the bed, arms
and legs entwined as they kissed.

"That was really nice, John. I hope that you enjoyed yourself."

"Immensely. When can we do it again?" John grinned.

"Insatiable, aren't you?"

"Maybe. I can't help it if I know a good thing when I see it."

"Me, either. God, I wish I would have let you know a long
time ago how I felt."

"Peter, it might not have turned out like this. Don't waste
your time with what ifs. I think you should just concentrate
on the here and now."

"I think I can do that." Peter's hand reached down between
them and encircled John's penis. Much to Peter's delight,
it began to harden. "I think I can definitely concentrate on
the here and now. How about you?"

"When you do that, I find it very difficult to concentrate
on anything."

"How about when I do this?" Peter scrunched down and began
to suck on the first nipple he could find. The moans that
were coming from John let him know that his lover was unable
to talk, let alone concentrate.

"John?"

"Hmm?"

"Tomorrow morning we get tested for every sexually transmitted
disease under the sun."

"Yes. Ooh, do that again. Yeah."

"Roll over."

John looked at him, his eyes showing a little fear. "Why?"

"So I can use my hand on you without getting this part of the
bed messy. What were you thinking?"

John's face began to redden, "I thought that maybe you wanted
to um, be in me."

Peter let go of John's penis and gently stroked his jaw line.
"Oh, I do want to be in you, John. But, it won't happen
tonight. It probably won't happen tomorrow night either.
My plan for tonight worked so well that I think I'll have to
keep tutoring you. Tomorrow's lesson will be the pleasure that
can be had from having someone play with your ass, to get you
used to having something inside you before I even attempt to
put my cock in you. When I enter you, I want you to enjoy
it, not be afraid of it."

"I want that too."

"Good. Now, roll over."

John rolled over and Peter molded his body behind him,
reaching his hand around to grasp his penis again. Peter
began to stroke John as he placed kisses on his neck and
shoulders, sometimes using his tongue to trace tiny paths on
John's skin. After John came, Peter remained behind him,
but he pulled John back over to the middle of the bed and
after wrapping his arms around him, held him tightly as they
both fell asleep.


End