Another little gasp, Benedict's eyes going wide and his face paling slightly once more, though the blood rushes back to it quickly enough. He's almost smiling, but also looks appropriately shocked as he's upended thus.

All too aware of the bulge pressing up against him, he contends with a surge of nervousness-- he's never been in this position, either literally or figuratively, but that doesn't make it unwelcome. Just... new.

"Ow," he whines faintly, but the syllable somehow manages to convey far less 'that actually hurts' and more 'I am intrigued, please continue'.