He has no idea what's coming. His mind spins over for a minute, but the derailment is too sudden for his memory to go very far back. He's mostly aware of Billy, all warm angles right beneath him, the way his hair falls across his forehead. He brushes it back, then drops his hand, keeping himself propped up on his elbows so all of his weight isn't on Billy.

He blushes a little at the compliment, and he'd argue it, but whatever's on Billy's mind is more important, so his objection doesn't go any further than the dark pink spreading across the apples of his cheeks, the tips of his ears.

"Okay," he says quietly, "sure."