DISCLAIMER: Babylon 5 and its characters are the property of J. Michael Straczynski, Warner Brothers, PTEN, and/or TNT. No infringement intended.
AUTHOR'S NOTE: Big shout out to Metis's story "Soft" which inspired me to begin writing this MANY years ago. This is finally my first finished fan-fic.
SPOILERS: Through Season 2's "Confessions and Lamentations."
ARCHIVING: Only with the permission of the author.
FEEDBACK: To evandre15[at]yahoo.com

By evandre


"Medical ships dispatched to the Markab home world have confirmed the death toll...the entire planetary population has been wiped out by the plague."

Talia Winters faintly overheard a snippet of the ISN report as she elbowed her way through the crowded corridors of the Zocalo, hastily trying to reach the transport tube and get back to her quarters after a most disturbing day.

The Drafa plague had resurfaced, killing the thousands of Markabs living on Babylon 5, along with billions of Markabs across the stars. There was some hope that a few members of the race in isolated colonies may have survived, but with a disease so utterly thorough in its mortality rate, there was every indication that the whole race was simply no more.

To say their sudden passing had been a shock to the Babylon 5 community was a gross understatement. After the initial anxiety of whether or not the plague was capable of jumping species wore off, the station's residents were now left with the emotional aftermath of a species' annihilation - a heightened emotional state now taking its toll on the station's resident commercial telepath.

Talia had never seen the station's common areas so packed. Throngs of humans and aliens alike were gathered everywhere - some were with their families, some with friends or lovers, headed to various restaurants, shops, bars, and gardens. A constant buzz of conversation filled the recycled air, while a relentless murmur of background thoughts assaulted the telepath's mental armor. Making her way through the normally busy section was made even more difficult due to the sheer amount of people amassed in this major artery of the station, and Talia was using every ounce of strength she had to block the nonstop barrage of thoughts and feelings inadvertently thrown her way.

She finally broke through the remainder of the crowd, and took a moment in front of the transport tube doors to compose herself. She inhaled deeply then let out the breath laboriously, and was in the midst of straightening her skirt as the tube arrived. The doors opened to reveal its sole occupant - an individual that Talia always had mixed feelings about seeing. Tonight was no exception, and the telepath was unsure as to whether or not she should be elated or apprehensive about running into her.

Commander Susan Ivanova stood at the rear of the tube, leaning back against the wall of the lift with her arms crossed over her chest. Her usual tough and commanding presence was noticeably off - not completely absent, but rather significantly depleted. Her shoulders drooped when normally they were held back and high, and she gazed vacantly ahead. Ivanova looked dispirited, and the picture of exhaustion. Her blue Earth Force uniform and its accompanying white undershirt were both undone at the collar, revealing her weary state and readiness for the end of an unsettling day.

The loosened uniform also exposed an exquisitely defined collarbone that even in her gloomy mood managed to make Talia's breath hitch and her heart skip a beat.

"Uhh...Ms. Winters?" the commander quirked an eyebrow at her. "Are you getting in?"

"Oh! Uh, yes," Talia replied, shaking herself out of her reverie. She hadn't realized she'd been staring.

And she hadn't realized that Ivanova had been staring, too.

Susan allowed her eyes to roam over the telepath's shapely figure. Her olive green Psi Corps business suit was somewhat askew, its lines more noticeably wrinkled, and her golden hair was considerably tousled. The commander took some amount of odd enjoyment in Talia's slightly disheveled state, marveling at the fact that this woman who always seemed so thoroughly put-together, so refined and elegant, could appear as shaken and disordered as she did now. She seemed more organic this way, and less the prim and proper, perfect "daughter" of a fascist regime. In fact, Ivanova could rarely recall seeing the telepath anything like this - most notable was the incident in Sinclair's office when Talia had been forced to submit to Bester and Kelsey's mind scan. If Talia looked half as unsettled now as she had on that day in the commander's office, the situation with the Markabs had obviously affected her greatly.

Although Susan was armed with only basic, latent telepathic abilities, she could still feel the intense amount of sadness and sorrow emanating from the other woman. It briefly crossed Susan's mind that if it weren't for the somber mood surrounding her, Talia's ruffled appearance evoked that "just been fucked" look.

Ivanova promptly averted her eyes, suddenly finding the floor of the transport tube very interesting - the titillating observation had slipped out before she could prevent it. She had even less control over inhibiting the quick flicker of arousal that accompanied the suggestive thought.

Talia had finally noticed the commander's overt perusal of her, and had also noticed when that scrutiny had abruptly been pulled away. Just at the very edges of her mind she thought she had sensed a rather erotic notion precede its removal. Talia Winters was incredibly aware that a good variety of men, women, and even aliens regarded her as a rather attractive being. She was quite used to receiving blatant sexual images and thoughts from others, especially in transport tube situations when she was forced into close quarters with others. God knew she'd had to elbow Garibaldi in the gut more than once. But such a sensation coming from the distant Russian was relatively new, if not unheard of. Talia thought that she'd experienced erotic thoughts about herself from Ivanova before, but could never be quite sure if it might just be her imagination...or her wishful thinking.

As Talia entered the transport tube, she took up the spot next to the commander. She clasped her black leather-clad hands in front of her, then she too leaned against the rear of the tube, resting the back of her head against its cool surface. Compared to the heat being generated by the mass of people outside, the interior of the lift briefly felt measurably cooler. As the lift resumed its course, however, the commander's continued proximity made Talia's temperature start to rise again.

Both women set their gazes straight ahead, a melancholy silence settling between them. What was there to say when an entire race had just become extinct? Small talk didn't seem quite appropriate, and their connection was not yet close enough for the familiar kind of conversation that happens effortlessly between friends.

The two women had been crossing personal and professional paths on Babylon 5 for close to two years, and depending on the circumstance, their relationship still hovered somewhere between civil acquaintances and budding friendship.

They had come a long way since their first few bitter run-ins, but there was still an edginess between them - an edginess not entirely due to purely friendly concerns. Even in their most animosity-laden encounters, an underlying current of sexual tension always hung in the air as well. Both women felt it, but both dealt with it in different ways.

Short of telling her outright, Talia did little to conceal her attraction to the captivating Russian. Since she had only recently had a modicum of success in getting Ivanova to even be civil to her, she held out little hope that her romantic feelings would ever be returned. But every remotely amiable glance or gesture from the commander, no matter how small, was a victory that set the telepath's heart ablaze and kept her hope alive. She so desperately wanted to tell Susan that she lied awake at night thinking of her, that she was wracked with anxiety every time Susan took her Starfury out or was involved in a dangerous situation...that she wanted Ivanova's strong hands everywhere. But she could not risk alienating Susan further, and so continued to accept small courtesies in lieu of something bigger.

Ivanova had immediately recognized her attraction to the station's new commercial telepath, and had promptly attempted to suppress those feelings as best she could - generally with copious amounts of both work and vodka, or the occasional brief tryst with various exotic dancers from the Dark Star. But the allure of the blonde woman continually bubbled to the surface - emerging in that husky voice echoing from across a room, in the penetrating gaze of those steely blue eyes, and in heated dreams of those full lips roaming all over her body.

Ivanova unfortunately could not help that the temptation to be intimate with the telepath was tempered by her hatred and mistrust of the organization that Talia was a part of - an organization that had been directly responsible for the death of her mother, and an organization that could potentially destroy her life if Susan's latent telepathic abilities were discovered. She recognized the quandary in the fact that the one person she wanted more than anyone else was the one person that posed the biggest threat to her - a femme fatale whose siren call she so desperately wished to answer. But a lifetime of conditioning and the nightmare of a family tragedy told her to stay the hell away from anything having to do with Psi Corps.

Both women wanted more from each other, but Talia was afraid to push too hard, and Susan was...just afraid.

The silence in the transport tube lingered on uncomfortably. The passing of the Markabs was such a morbid topic, yet not talking about it at all was quite a bit like ignoring the white elephant in the room.

Talia cleared her throat, deciding to brave the quiet. She shyly wiped an errant lock of blond hair away from her face then returned her gloved hands to their resting position.

"It's a little crazy out there," she started gingerly. "I've never seen the Zocalo so packed. I guess I assumed that after such a horrible tragedy the station's residents would be a bit more withdrawn."

Ivanova shook her head. "To really sit there and think about what happened...the enormity of it is just...," she trailed off, sighing.

Talia nodded in understanding. "It's unfathomable," she finished for her. "I suppose the last thing people want to do is sit around contemplating it."

"Everyone is out with their friends, their families," Ivanova agreed, "not trying to ignore or forget what happened but trying to remind themselves that they are alive. They might not know exactly how to deal with it," Susan said as she turned to look at Talia, "but they know that they don't want to feel alone tonight."

"What about us?" Talia inquired.

Ivanova squinted in confusion. "Us?"

"I'm assuming that since we are both headed away from all the activity and towards our quarters we aren't expecting to join in all the...," Talia searched for a suitable word, "...liveliness."

"There will be a lot of unpleasant business to take care of tomorrow. Going out drinking at the casino tonight just felt...forced," Ivanova disclosed.

"Ahh," Talia said, nodding her head. She offered up her own explanation. "I did not want to be in the middle of all those thoughts right now."

"I imagine not," Ivanova said. "All this must be even more difficult for a telepath, not just with everyone's emotions running wild, but with the passing itself."

Talia nodded lightly in agreement. "It's such an odd incongruity of feelings - to one minute feel so many added thoughts and emotions buzzing around in my mind, and then they were just...." Talia trailed off dejectedly. She shook her head, turning towards Ivanova. Her sad eyes made contact with Susan's, seeing sympathy and a corresponding amount of sorrow reflected there. "Gone," the telepath sighed.

She hung her head and directed her gaze to the floor of the transport tube. "My talents weren't strong enough to sense them each individually slipping away, but I can feel their collective loss. It's almost as if their absence is a stronger, more noticeable feeling than was their presence." She gulped audibly. "It's quite...unnerving."

Ivanova nodded, almost imperceptibly, understanding more than Talia realized. She joined the telepath in staring at the floor, her eyes glazing over a bit as she reflected on her own difficulties she'd had to endure that day. "I hope I never have to see that many death certificates again in my life," she said quietly.

As she spoke Susan turned her head to look at Talia. The blonde woman was still looking at the floor, engulfed in sorrow, one silent tear streaking down her cheek.

Ivanova had never seen Talia cry. She was amazed that the telepath still managed to look so beautiful even when she was so sad - or look so sad even when she was so beautiful. At the moment she was unsure which descriptor should come first.

What she was sure of was that she wanted nothing more than to be able to take the pain exuding from that beauty away. She wanted to remove that sadness, to caress and stroke that grief away, to hear its retreat in the aroused moaning of her name from the blonde woman's lips. And she wanted to feel the touch of the woman that she had lusted after from afar for so long, releasing the hurt from her own body.

The transport tube glided its way to a smooth stop, the door hissing open to reveal the empty corridor outside the commander's quarters.

Not once taking her eyes off of Talia, Susan took a step closer to her, bringing her within inches of the telepath.

The deliberate movement caught Talia's attention but she did not move, expecting the Russian to be preparing for some sort of parting comment before exiting for her quarters. The telepath's heart rate and breathing increased rapidly with Ivanova's nearness.

Perplexed by the fact that Susan still lingered in the tube, Talia finally turned to look at her. She started to raise a gloved finger to her face to wipe away the stray tear, but Ivanova beat her to it. Susan cupped the telepath's face in her palm and slowly, deliberately ran her thumb across and down her cheek, erasing the remnant of wetness she found there and replacing it with a path of scorching heat.

The telepath's eyes fluttered closed and she let out a sharp breath at the suddenness of the unexpected contact. She began to breathe heavily as Susan's thumb continued to stroke her cheek long after the tear was gone. Talia could feel an unmistakable tension starting to build, accompanied by a growing dampness underneath her skirt.

She wants me, the telepath thought, the dampness between her legs increasing tenfold. She slowly opened her eyes, afraid that she had sensed incorrectly, that maybe all this woman wanted was to innocently comfort someone she could barely call a friend. But the intimate contact brought forth sensations from the commander that the telepath could not help but pick up on - want, need, some trepidation...but mostly feelings of a repressed, intense longing that was aching to be realized.

As her gaze met Ivanova's, what she saw reflected there left her with no doubt - the commander was looking at her with undisguised desire, carnal thoughts literally pouring off of her. The telepath's mind caught an ephemeral vision of herself laying naked underneath the brunette, Ivanova's head ducking between her thighs. Talia blushed, amazed that this woman who had so often acted so irritated around her was projecting such erotic images of her.

Susan leaned closer into Talia's space, bringing her lips close enough to Talia's that the telepath could feel her warm breath against her.

"Do you want to be alone tonight, Talia?" the commander asked, her tone offering not a night of friendly companionship, but of rather entirely more physical activity.

Talia did not have to spend much time pondering the question. "No," she breathed huskily against the commander's lips as their mouths met in their first feverish kiss of the evening.

Talia brought her hands up, encircling the back of Susan's head, pulling the commander closer to her as the kiss intensified. She massaged her gloved fingers through chestnut brown hair, keeping Ivanova's lips pressed firmly to her own.

They both began to faintly register a rhythmic beeping, the ship's computer not-so-subtly reminding them that the lift's doors remained open. Pausing for a moment, they rested their foreheads against each other as they panted heavily.

"Your quarters. Now," Talia managed to gasp out, both a command and a request.

The commander nodded vigorously in agreement and led Talia out of the lift.

As soon as the door to the commander's quarters shut behind them, the two women wasted no time in converging together, possessing each other's lips once again. Their hands groped furiously, scrambling to undo clothing as quickly as possible, desperate to become closer.

Susan tore her Earth Force jacket off and tossed it unceremoniously somewhere in the range of her couch. She then turned her attention to Talia's dark green suit jacket, sliding it off the blonde woman's shoulders as Talia kicked off her heels in the same general direction as Ivanova's coat. They waltzed backwards as Susan guided them towards the bedroom, their lips never breaking their impassioned contact.

The commander backed Talia up against the bedroom entryway, one thigh firmly insinuated between the telepath's legs, steadily flexing against Talia's tense center. Susan made short work of Talia's blouse, desperately impatient to view the blonde's velvety, alabaster skin and full breasts.

Talia stood clad only in her bra, skirt, and gloves as she helped remove Susan's white undershirt. She tossed it to the floor and let out a long, slow moan as the commander braced one hand against the entryway and began kneading one of the telepath's black lace-covered breasts with the other. Ivanova's lips finally left hers, only to relocate to the heated flesh along the side of her neck.

The commander kissed and licked her way up Talia's neck, pausing to nibble at a delicate earlobe. Talia threw her head back, eagerly encouraging the movements that were leaving her panting hard for breath and extremely aroused.

Now that Susan was shirtless, Talia wasn't quite sure what to do with her gloved hands. She had been trying to find a good opportunity to remove her gloves since she entered Susan's quarters, but the commander was doing an excellent job at keeping almost every inch of Talia's body well occupied. The thought of touching the black leather to Ivanova's heated, supple skin seemed cold and unnatural. Talia wanted nothing more than to remove those barriers and experience Susan's flesh with her own sensitive fingers.

Yet even with the commander's lips pressed to all the right spots on her neck and her own desire rapidly escalating, she wanted to be respectful of Susan's undeniable feelings toward Talia's less than ethical employer. Her Psi Corps brooch had already been discarded, buried within the folds of her suit jacket where it still remained attached at the collar. But with the commander's fear of casual contact from telepaths - although at this point I think she's not so concerned with that considering the things her mouth is doing to me, Talia thought - she didn't know which option would be the safest - to touch her with those ebony reminders of Psi Corps, or to make skin-to-skin contact.

Maybe she thought I would keep the gloves on the whole time, the telepath wondered, unable to hide the disappointment she felt at that possibility. And so her hands hovered closely at the commander's sides, not yet touching her, trembling slightly from both need and uncertainty.

As those hands neared her sides, Ivanova abruptly ceased her attention to Talia's neck, pulling away from the telepath and in the same movement roughly grasping one of the gloved wrists in her hand.

Oh no! Talia thought, fearing she'd made a horrible mistake. She gasped and readied herself to plead, to beg, to do anything to keep the commander from ending this.

She was certain that what would come next would be an admission of not thinking straight, of being caught up in the moment, of a difficult day influencing bad judgment. Talia's panicked eyes met Ivanova's, expecting to see fear and regret harbored there. Instead she saw only desire, hunger, and something else - something a bit more compelling, something just barely there amongst the other more frenzied needs. That she couldn't quite put her finger on yet.

Ivanova tore first one glove off Talia's shaking hand, then removed the other. She grabbed each of Talia's wrists in her hands and swiftly directed them to the bare skin at the small of her back.

"Ohhh god," Talia purred, feeling a surge of wetness escape her core at the delicious contact. She pulled the other woman up against her body again, sweeping her hands over solid muscles and stout shoulders as Ivanova's lips returned to the delicate skin of Talia's neck.

As the last of their clothing was removed and Ivanova guided them onto the bed, lodging herself between the blonde woman's legs, Talia wasn't thinking about how hard it might be to maintain her telepathic blocks when that sweet moment of release came - and from the way her body was responding to the commander's touch, she knew it would come, and come hard.

Ivanova wasn't questioning why the hell she had this woman - a telepath, a Psi Corps telepath - in her bed, naked and gliding against her bare flesh.

Nor were either of them pondering the unanswered questions that hung in the back of their minds during a frantic, impulsive encounter such as this - what did this mean? would anyone have sufficed tonight? how would they act towards each other tomorrow? would they get to do this again?

In that moment the only things they were concerned with were how absolutely exquisite it felt as Susan easily slipped two fingers inside Talia's ready, willing center ... how every muscle in Ivanova's body clenched in anticipation as she felt the blonde woman's warm lips whisper "Fuck me" against her ear ... how with every thrust, every heated moan and whimper, neither woman felt alone, and both felt very much alive.

The End

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