Three Way Fun

By Bertina

Note: The first 5 paragraphs were provided by Showtime,Inc. as part of a fanfiction contest.


From Portland to Pittsburgh and Back Again

The music at Babylon pulsed as Michael and Ben finished a particularly long kiss.

"That was amazing!" Michael said, smiling into his boyfriend's eyes.

"Thanks," Ben said, "Now I have to go to the little boys' room. Wait here." Michael leaned against the bar, feeling like his life--for that moment at least--was perfect. Had he ever felt so happy? So content? Suddenly he felt someone's eyes looking at him.

"That was some kiss." The voice was low, sexy, familiar... and a little sad. Michael turned around and there he was, his previous great love: Doctor Dave. "Long time, no see," the hunky Doctor said, chucking Michael on the chin. Michael's heart suddenly sank and leapt and spun all around his chest.

"What are you doing here?"

David was a little put out but said defensively, "I was called in for a conference with some colleagues of mine and decided I'd visit friends."

"And that includes me?"

"Well, I was hoping it might."

Michael shrugged. "Ok..."

David smiled. "So, I see you've found someone new."

"Yeah, his name is Ben...he's a professor at Carnegie Mellon."

"Hm..." David said, looking at Ben returning from the restroom.

Michael didn't like the look on David's face...the chiropractor looked like he'd found a muscle that needed to be worked and it was Michael's boyfriend.

Ben smiled slightly at David and nodded his head.

"Ben, this is David...David, this is Ben." Michael's tone was monotonous and not at all friendly.

"Hi," said Ben and held out his hand. David took the man's hand immediately.

"Michael tells me you're a professor over at Carnegie."

"Yes, I teach gay studies."

David smiled. "You're in an appropriate environment for that."

Ben nodded and returned the smile. "Definitely...there's lots of material to be had here-"

Michael cut Ben off and said, "I first met Ben at my comic book store, he was looking for some comics to present to a class he was teaching."

"You own a comic book store? That's news. You've done well for yourself. That's wonderful, Michael."

Michael swallowed; he hated the fact that praise from David always made him weak in the knees.

David took that moment to turn to Ben and say, "Um, do you mind if I spend a moment alone with Michael? I just really would like to talk to him privately."

"He minds, David. Anything you say to me you can say to Ben. I love him and we have an open, honest relationship," Michael interrupted.

"All right. I just wanted to say that I missed you, Michael. But I understand--you're in a committed relationship." David looked over to Ben who was studying the situation closely. "If you'd rather I leave..."

"No, don't do that, David. I don't own Babylon. If you want to stay, I'm OK with it."

Michael watched as David walked away, going to the bar to get a beer. He knew it wasn't David's fault that he left him in Oregon to return home. He'd felt lonely and isolated there and missed his friends terribly. He also knew he hadn't been selfish to want to spend more time with his lover. David had a commitment he needed to fulfill. Michael never should have left his home. They might never have broken up if he'd have stayed in Pittsburgh. He sighed and knew they had unfinished business to discuss.

Ben kept quiet while Michael was looking so pensive and a little hurt. Then finally he wrapped his arms around Michael and whispered in his ear, "Wanna leave?"

Michael shook his head. Just then Emmett and Ted walked up. They looked over at David then at Michael.

"Everything all right, honey?" asked Emmett, concerned that his friend and roommate was upset.

"I'm fine. David is just visiting." He shrugged his shoulder. Then he looked over at his friends in the safety of Ben's arms and asked, "Wanna go dancing?"

Emmett and Ted had been nearly inseparable since they hooked up and Michael was happy for them.

"Yeah, sure! Come on, Teddy Bear."

Ted groaned. He hated the moniker Emmett had given him. The only time he didn't mind it was in the bedroom. He should've known the country boy couldn't keep his mouth shut outside of it.

They all moved to the dance floor, having fun. Brian came up once to kiss Michael but flitted off again, chasing a cute boy in leather. After awhile, familiar arms wrapped around his hips. He looked sideways and saw that it was David.

He turned with wide eyes at Ben who was about to leave and let David be with Michael.

"No, stay," Michael growled out.

It was the first time he'd ever been sandwiched between two gorgeous men and he wasn't about to let this time pass. Some habits of Brian's were hard to break free from and he absolutely relished the attention.

Ben seemed to warm to the idea quicker than Michael would've liked, but Michael knew Ben was very comfortable in his skin. He was certainly not the jealous type. What was surprising was David usually was.

Michael's eyes widened when he felt David nibble on his neck. He studied Ben to gauge his reaction. His lover didn't seem bothered by it at all though he was watching them closely.

Ben moved closer to Michael, rubbing his crotch against his lover's. Michael was surprised at how hard Ben was, though he wanted to deny his own, but couldn't. He gasped when Ben's crotch met his. Ben took that moment to press his mouth to Michael's, lapping softly at the opened mouth.

David tantalized Michael's backside with his crotch that Michael thrust his ass out while pressing closer to Ben as they continued to kiss. Michael realized how hot it was to be dancing so intimately with two hot men. He wondered how Brian could stand it so often. He was becoming dizzy by the sexual heat pouring from both men.

When David's hand snaked around to Michael's front and played with the swelling erection in his pants, a bouncer came up to them and said, "Ok, take it in the back or out of here..."

Michael blushed furiously. This was the first time he'd nearly been kicked out of Babylon for being too intimate on the dance floor.

"Wanna leave?" breathed Ben in his ear.

"Yeah, let's get outta here."

Michael grabbed David's hand and they all walked out together.

Ted and Emmett, having witnessed it all, were nonplussed but stayed out of it. Michael was a big boy and had Ben to help him if things got out of hand. Ted was glad Brian was in the back room getting sucked, who knew how Brian would react to seeing Michael between Ben and David like that.

Outside, Michael looked questioningly at David and Ben. David looked at Ben who said, "Follow us to my place, David."

David grinned and went to find his car while Michael waited until he left to ask, "Are you sure about this?"

"If David wants you and you want him, I think I'd rather be there than to have you two alone."

"Ben, you have nothing to worry about. David won't steal me from you. I fell out of love for him when I met you."

"Yeah, but I can see you still have a lot to work out with him. After tonight, you do need to talk with him alone."

Michael nodded. He couldn't believe how lucky he was to have such a giving lover as Ben.

"David may want to leave once he knows I'm positive..." Ben began but Michael stopped him.

"If he does, then I won't even talk to him, Ben."

Ben smiled and they went to Ben's car and waited as David followed them in his car.

~~~~~~~

When they arrived at Ben's residence, David followed pensively. He seemed determined, though, to join them. Michael wasn't sure if he really should let this happen, and a part of him wished that David would leave once he learned that Ben was positive.

They all sat down once inside and Ben asked if they would like a drink. When he was turned down, Ben began, "I'm willing for this to continue tonight, David, because I love Michael and if he wants to be with another, I wouldn't deny him that. I just want to be a part of it."

David nodded. Michael and Ben could tell David wasn't comfortable with Ben there, but he seemed doggedly determined to stay.

"You're a good man, Ben." His eyes remained on Michael.

Ben took a deep breath then let it go. "There is something that you should know before we continue...I'm positive."

David didn't seem to hesitate, but Michael was certain David was weighing his desire to remain with his desire to leave. There seemed to be a question in David's eyes, but they were trained on Michael.

Michael sighed. "I don't need your concern, David. I love Ben as he is. And we're very careful...and if you stay with us, we'll be just as careful." He emphasized the last bit since David, for all his medical knowledge, had forgone the use of condoms shortly after they started their relationship.

David nodded then looked at Ben. "I want to stay. I have no problem with you being positive, Ben."

Ben lifted his brows but didn't say anything. Then sighed. "Let me set the mood here..."

He went to his stereo and turned on the music he and Michael usually made love to. When he turned David had pulled Michael to him and they were kissing.

"I missed kissing you so much, Michael..." David said softly against Michael's mouth.

Ben winced, that was definitely one of his favorite things to do with Michael, too. For all Michael's seeming-innocence, he was one hell of a kisser. Ben had no illusions about who had taught Michael how to kiss. There was no doubt in his mind that Brian had been the one.

Ben moved closer to them and Michael rose from the couch to kiss Ben. There was a bit of apology in it but mostly it was a sweet, thank you kiss. Sweet, open and giving, just like Michael.

Ben saw David join them in their embrace. David's arms wrapped around Michael and nuzzled his ear and the back of his neck.

When their eyes caught, with unspoken agreement they pulled back from Michael and pulled off their shirts then helped relieve Michael of his. They then moved in for the kill.

Michael gasped when he felt two mouths attack him from both sides. Ben's tongue teased under Michael's chin while David's mouth found Michael's hot spot just under his ear.

Ben's mouth moved down his neck while David's mouth moved to Michael's back then over to his other ear, licking and blowing air just right. Michael moaned. This was the best. He was having one of his fantasies fulfilled. Always hearing Brian's escapades had made his sexual fantasies thoroughly vivid and detailed. None of it compared to the real thing.

When Ben's mouth teased his chest and nipples, Michael was incoherent with lust. David's hands were caressing his ass possessively through his jeans and he desperately wanted the older man to take possession as he had done so skillfully when they were together.

Ben's hands softly slid down Michael's sides and then moved to his button-fly front. Michael was so ready to be exposed for his lovers. He was surprised at himself for not being embarrassed at thought of being thoroughly naked in front of these two men. Something he'd normally be mortified over didn't matter in his lust hazed state.

David was helping Ben pull Michael's jeans down his thighs and he rocked forward into Ben's big chest. He nuzzled there, causing a moan to wrest from Ben and he smiled against his lover's skin. He loved both Ben's and David's chest, both so big and sexy and toned. He could nuzzle them both all night.

David's hands gripped his hips as he thrust his denim covered hard on against Michael's naked ass. Michael groaned and said between swollen lips, "I think you're both over dressed."

They pulled away momentarily and began to pull off their pants. Michael couldn't help himself, he had to watch them. He shivered with anticipation, watching as both men's erections sprang into view. Shamelessly, he reached for them both and stroked them with a hand each.

They groaned; both sets of eyes glued to the lustful Michael. His eyes were heavy, his lips parted, he was panting as he stroked the two big, gorgeous men's erections.

"So sexy," murmured Ben and David moaned his agreement, thrusting up into Michael's hand.

"Maybe we should take this to the bedroom..." suggested David.

After Michael reluctantly removed his hands, they moved toward the bedroom.

They pondered the logistics for a moment, then Michael decided it by lying on his side on the bed. Now it was between David and Ben to decide who got which side.

Michael was glad that Ben chose to stay where he'd been all night. David lay behind Michael, pressing his eager cock against Michael's sweet ass.

Michael kissed Ben enthusiastically, wanting to show him how much he loved him for allowing this. Michael pulled away when David's cock lodged between his ass cheeks, trying to express where his main focus was.

Ben reached around and grabbed a condom from the stashes located in several places around the bed. He handed it to David then pointed to the lube on the other side of the bed. David grabbed it and prepared himself quickly.

Ben was grinding his cock against Michael's, trying to be careful of David's ministrations to Michael's backside. Michael squeezed his eyes shut when David penetrated him. Ben took the lube from David and poured it generously on his palm then grasped Michael's cock; he put a condom on him then slicked him well. He smiled then turned to face away from Michael, and lifted his leg.

Michael moaned at the sight in front of him and the feel of David's cock thrusting inside him.

He rubbed his generously lubed and gloved cock between Ben's ass cheeks and slowly slid inside.

David ran his free hand down Michael's chest, tweaking his nipples while he nibbled on Michael's ear. Ben let Michael lead the way then started back thrusting, showing his lover how much he wanted it.

"So good," moaned Michael, uncertain what he was referring to, but was sure it was both men's actions. It was amazing and he knew why Brian liked to do this as often as he could. This certainly appealed to the side of him that liked it both ways. Penetrating and being penetrated at the same time, it was definitely the best of both worlds.

Michael soon lost all conscious thought but the desire to fuck and be fucked. All he felt was the slide of his cock into Ben's slick hole and the counterpoint of David filling him over and over. His whole body was buzzing and when David's teeth bit his shoulder he cried out. He desperately tried to stay with it, to satisfy Ben, but he knew he couldn't last longer if David bit him again. He reached around and grasped Ben's hand that was pumping his cock. Feeling Ben about to come was too much, he stilled for a moment then came inside the condom, grasping Ben's hand tightly.

Michael felt Ben come and felt David bite his shoulder but he was too out of it for much more.

~~~~~~~

Sometime in the night David left, leaving Michael snuggled against Ben. He left a note and said he was glad Michael had found Ben and wished them well.

Michael was upset that David hadn't stayed long to talk before he left. He guessed David just wanted to fuck him once more then forget him. Ben wrapped his arms around Michael and kissed him softly.

~~~~~~~

Later that day there was a knock on Ben's door. Ben answered it. Brian stood in the doorway looking terrible.

"Brian?" asked Ben.

"Where's Michael?"

Michael went over to him. "What's going on, Brian?"

"We need to talk..."

Michael didn't like the look on Brian's face.

"What...?"

Brian pulled Michael away from Ben and moved him toward the bathroom.

"Brian?"

Brian pressed his body close to Michael's and said to him in a whisper, "I thought you only wanted Ben, Michael."

"I do only want Ben. What's gotten into you?"

"Not what I heard last night."

That upset Michael. "What happened last night is none of your business!"

"You are my business, Mikey."

Brian pressed his mouth over Michael's, kissing him until he got the reaction he wanted.

Michael was flushed, he reacted to Brian as usual in the most primitive of ways, but he wasn't about to let Brian determine his life for him and Ben. He pulled away and had to wait a moment to collect himself.

"Brian, I want you to leave. Now!"

Brian stared at him, curious as to his reaction.

"Mikey, what...?"

"Leave, Brian. Whatever happened last night has nothing to do with anyone else, and certainly not you!"

Brian shrugged. "Fine... you'll change your mind."

Then he left, but not before smiling at Ben with a seductive look. It seemed to say, "I've had you before, and I can have you again."

When Brian shut the door, Michael went to Ben. "I'm sorry about that, Ben. I really don't know what's gotten into him."

Ben sighed. "You have a pretty big history, Michael..."

"Yes, but he's never been so possessive! I don't understand it." He paused a moment then said, "Before I met David, I had made a pass at Brian and he stopped it from going further. While I was with David, he made a pass at me, and I stopped it. I guess now he feels it's time to do it with you. But I won't let him get to me, Ben. I love you too much to put you through that."

Ben nodded and pulled Michael into his arms. He waited a good long while before he said anything.

"He wanted to be with both of us, right?"

Michael pulled away and looked into Ben's eyes. "Yeah, what's your point?"

"Well, you told me he tried to seduce you when you learned that we had been together at the White Party. He thinks now you wouldn't turn him down if I was there."

Michael stared at Ben for a moment, not certain how he would answer that. He finally said, "I don't want Brian that way...don't want to be with Brian just to appease his pride. He just thinks he can have me now."

"Michael, he's always had you."

Michael's eyes went wide. "What do you mean?"

"I think the only reason Brian never made a play for you was he knew you weren't a conquest."

Michael pouted. "You mean I was easy."

Ben sighed. "Well, it's the way Brian thinks. He can easily charm someone, but he had no reason to do that with you. He already had you..."

Michael turned away. He knew it was the truth.

Michael was grateful Ben didn't push the issue further. He wasn't about to let Brian intimidate him into sex just because he was, amazingly, jealous of Michael's three way. It didn't make sense, first of all. But nothing with Brian made sense rationally. Everything had to do with his whims. When he wanted something, he went after it, and didn't care who he hurt in the process.

Michael wasn't about to let his relationship with Ben be a convenience to one of Brian's whims.

~~~~~~~

Later, at the comic book store

Michael was happy Ben was coming to eat lunch with him. He'd put an out to lunch sign up then to go to the Japanese restaurant Ben wanted him to try. He'd already told his mother he wouldn't be eating at the diner. She wasn't overly happy about that, but when he said he was going to spend time with Ben, she acquiesced.

The bell on the door rang as someone entered and Michael looked up from flipping through a comic book. He frowned.

"What are you doing here?" The irritation in his voice was obvious.

"I can't see my best friend anymore?"

Michael sighed. "Yes, of course you can." His voice had become whiny.

Brian smiled. "You know I love you, Mikey."

Michael nodded. "Yes."

"Good, was worried for a moment that you'd forgotten that."

Michael made a sharp sound. "I don't know who told you about David last night, and I don't really care, but just because he and I had a farewell fuck, doesn't mean you needed to know about it."

Michael had left the safety of being behind the cash register and had his arms crossed, daring Brian to say anything against that. Instead, Brian took one arm and pulled, opening Michael's arms, and then pulled Michael to him.

"I want to know what happens to you, Michael, because you're my best friend and I love you."

Brian bent and kissed the pout from Michael's lips.

Michael couldn't help it. Whenever Brian was so loving to him, he gave up all control. Michael finally understood why Brian pulled away from him when he became aggressive that one time. It wasn't what Brian was expecting. He wasn't expecting his Michael to be that way with him. Michael was always the one who let Brian lead at everything.

They never could get it right. Whenever one of them wanted to be together, the other didn't. It seemed to be a never ending cycle.

He almost didn't hear the ringing of the door letting them know someone had entered. He pulled away and saw Ben waiting. He moved further from Brian and Ben smiled.

"Ready to go?"

"Uh, yeah, Ben. Let me shut down the cash register, then we can go."

"Hey, where ya going?" Brian asked.

"Kiku's. I wanted Michael to experience a good Japanese restaurant instead of the fast food style of many others."

"Going all out for Mikey, huh?"

"Of course."

"Would love to tag along, but I guess the diner will be it for me this time."

Michael grinned at Brian. "Thanks, you're all heart, Brian."

They kissed and Ben opened the door for Brian and Michael to walk out. Michael locked up.

"See you two later at Babylon?"

Michael looked at Ben who nodded. "Sure, see you then, Brian."

When they were in Ben's car, he said, "I'm happy you made up with Brian."

Michael shrugged. "We didn't really make up, just let the status quo continue as always."

"Are you happy with that?"

Michael sighed. "Well, I've been happy with it for so long, I don't know how to be different, Ben."

Ben was silent for the rest of the drive to the restaurant. Once he found a spot to park, he said, "Maybe you should invite Brian over tonight."

"Why?"

"I know you think you can handle it the way you always have, but maybe you shouldn't. Maybe you need to go ahead and sleep with Brian, get it out of the way. That way you can get on with your life and then there won't be a status quo. You can start your relationship anew. Instead of things being as they've always been, there will be a new element to it. I think, with you and Brian's history, your friendship would survive it."

Michael contemplated those words. "You think that I was afraid that if we ever had sex our friendship would end?"

"I think you both have been afraid of that, Michael."

"You think sex will change anything?"

"No, it shouldn't. Brian's philosophy has been fuck it then leave it. But with Justin, that wasn't the case anymore, was it?"

"Yeah, but you saw how long that relationship lasted."

"But then he and Justin weren't friends beforehand."

Michael nodded. "I guess."

They left the car then went inside.

~~~~~~~

"That was different," Michael said, walking to Ben's car.

Ben smiled. "Not to your liking?"

"I wouldn't say that...just different."

"Great, then you wouldn't object to eating at the new Middle Eastern restaurant that opened up off of East Street?"

Michael went silent for a moment. "You're trying to tell me I should make a change, huh, Ben?"

"It's up to you, Michael."

Michael nodded. When they were in the car he said, "OK, I'll call him..."

"Or we could tell him at Babylon's."

"All right, at Babylon's." At least at Babylon's Brian could become distracted by a pretty ass and leave them alone all night.

~~~~~~~

Later that night at Babylon's...

Michael was nervous, and he was fighting with himself over the butterflies in his stomach. Why do I always feel like Charlie Brown at times like this?

Ben distracted him by pulling off his shirt and then pulling him onto the dance floor. They had danced several numbers then went back to the bar. Just out of the corner of his eye, Michael saw Brian lead a cute blonde boy not very different from Justin to the back.

"Well, maybe we can leave, Ben. Brian just found another conquest."

Ben looked over and shook his head. "He'll be back to see you at least once tonight, Michael."

"Not unless he uses himself up back there."

"I doubt it. After coming once, he can go a long time."

Michael's eyes widened. "Maybe I should go get him after his Justin-look alike..."

Ben laughed. "That's the spirit."

Luckily, it didn't take long and Brian was out prowling again, but he veered in Michael and Ben's direction.

"How're the two lovebirds tonight?" Michael was glad Brian didn't look too stoned.

Ben smiled at him and Brian took that as a sign to kiss Michael.

Deciding it was now or never, Michael licked Brian's lips which opened up and let his tongue slip in. Brian was sweet as always with the kiss, but with Michael revving it up a notch, the man who was always his secret fantasy finally responded beyond his wildest dreams.

Brian pulled away but leaned his forehead against Michael's.

"Wow that was hot, Mikey. You sure you don't want to start something?"

Michael took the hand that clasped the back of his neck and started licking and teasing one fingertip at a time.

Brian's only reaction was to breath heavier as he watched his best friend fellate his fingers.

"I think we need to take this back to my place," Ben suggested.

"I don't want to go there, Ben. Let's go to my place." Brian's eyes never left Michael still working his digits.

Ben nodded. Michael pulled off to agree but Brian kissed anything he was going to say away.

He pulled away from Michael's lips to toss Ben his keys. "You're driving."

Ben took the keys good naturedly then walked patiently behind his boyfriend and his boyfriend's best friend as they kissed the entire way to Brian's jeep.

Ben watched them in the rearview as he drove to Brian's loft. They were so sexy together. Ben would enjoy tonight even if he just watched them. He was certain of Michael's love and didn't worry a second that Brian would steal Michael from him. There was always the possibility that Brian would try to brush it aside the next morning...he'd pretend it didn't mean anything then Michael could finally get on with his life. If Brian hurt Michael, Ben would be there for him.

They arrived at the loft and Michael held on to Brian when they rode up to his floor. Ben remained apart from them and was completely surprised when Brian opened his door to find himself plastered against it.

"Don't think for one moment that I intend for you to sit on the sidelines, Ben."

He pressed his mouth to Ben's and the older man immediately opened up to Brian's force of nature. It was exactly what attracted him to Brian at the White party. Brian exuded sexual desire and heat, there was no denying that.

"Wanna be tied to the headboard again, professor?" Brian breathed into Ben's ear. Ben groaned. "Mikey can use that sweet mouth of his to suck you off while I fuck his tight ass. How about that?"

Ben just made a strangled noise then thrust his tongue between Brian's lips, tasting him, remembering that night with Brian not too long ago. He thrust his hips against Brian's, pulling them closer.

Michael stared, mesmerized by the two most beautiful men in his life kissing and humping against each other. He could definitely imagine what happened at the White Party more than he ever could.

Brian looked over at Michael and grinned. "Wanna help me get your boyfriend ready, Michael?"

Michael's eyes bugged out and he nearly tripped over his stumbling feet trying to get to his lover and his friend.

"You sure you're OK with this?"

Brian snorted. "I think you should be asking your boyfriend."

Michael looked at Ben's glazed eyes and shook his head. "Definitely OK with it by the looks of it."

They began pulling each other's clothes off slowly at first then more frustratingly faster as they kissed and licked skin as it was exposed.

When they were fully naked, Brian pulled Ben and Michael to his bed, wanting to see how they would look wrapped about each other before he pounced on them.

"Kiss," he directed and watched how his command affected them both. He smiled. From what he remembered, Ben definitely liked to be led. The big man's cock twitched while Michael's nipples on his alabaster chest wrinkled to tight pink buds.

Ben pulled Michael to him and kissed him. They were so sexy together. He wished his best friend could see how sexy he was...he paused and left them for a moment.

Michael and Ben were too wrapped up in their kiss to pay attention to what Brian was doing. Ben couldn't deny that Brian leading them like a porn director was definitely a turn on for him. He just hoped Michael would enjoy it as well. As he pressed himself closer to his lover, he realized he wouldn't need to worry about that. Michael's hard cock pressed against his thigh.

"You look amazing. Ben, why don't you tease those pretty nipples on Michael's chest, they are practically begging for it."

One of Ben's hands crept from around Michael's back to swipe across his lover's chest. He then bent and nibbled on one. Michael gasped; his hands gripped Ben's broad shoulders. He looked over at Brian and cried out, "Brian! Put that camera away!"

Ben pulled away from Michael and looked over at Brian who was still filming them. "Hey, I didn't say stop..."

"Put the camera away and then I'll continue," Michael said stubbornly.

"All right," Brian huffed but put the camera just so across the room on a dresser. It was the perfect spot for filming his escapades on the bed. He just wouldn't tell Mikey that.

Ben had a twinkle in his eye and Brian smiled at him. The man is too smart for his own good, thought Brian.

He pulled out two silk ties from a closet and said, "Heads up!" to Michael who had resumed seeking out Ben's tonsils with his tongue.

Michael looked over and caught one of the ties as it went sailing in his direction. Brian looked pointedly at Ben who automatically lay back.

"Lift your arms above your head, Ben."

Ben raised his arms and Brian tied his left wrist to the wooden headboard. Michael paused for a moment then did the same to Ben's right wrist.

"We're not going to hurt him, Mikey..." Brian looked down at Ben with a knowing look, "at least not much."

Ben looked so ready for whatever they were going to do, but he knew it would be Brian calling the shots.

"What do you wanna do first?"

Brian smiled at the nervousness in Michael's voice. Though Michael was older he certainly didn't have experience with light bondage.

"What do You wanna do, Mikey?"

Michael stared down at Ben, seeing how hot he looked; his arms spread out and tied down. He looked flushed and ready for him but Michael was at a loss.

"What do you like to do to him?" Brian encouraged.

Michael was about to scoff at Brian wanting to know what Ben and he did in bed but he stopped that line of thought and swooped down and licked Ben's collarbone.

Brian moved just right so the camera could get a shot of Michael's ass. It was perfectly aimed right at the camera. Then he covered it with his face to take a bite out of that sweet ass. Michael yipped and Brian guffawed.

Michael looked over his shoulder and glared at Brian. "I thought this was about Ben tonight?"

"No, I said you suck Ben off while I fuck your amazing ass."

"Fine, but I want to make love to my boyfriend a bit first before the fucking and sucking...is that all right?"

"Absolutely." Brian moved away to let the camera catch Michael kissing, lathing and teasing Ben's body with his mouth and teeth.

Ben was too tongue-tied with being in his favorite position and two gorgeous men to play with him all night. He couldn't have planned it better, if he had. With every single tease he moaned, letting his lover know just how much he was loving everything he was doing to him.

Brian watched Michael make love to Ben, worshipping that hot professor's sculpted body. If Michael didn't realize after watching the tape of tonight's action how hot and sexy he was, he was a hopeless case. Would that stop Brian from loving his Michael? No way, it was exactly what attracted Brian to him in the first place.

When Michael's mouth moved further south, Brian moved closer and ran a hand down Michael's smooth back. He stopped just at the top of the sweet curve of his ass. The man had the softest skin next to Justin's and curves in just the right places. He laid his cock between Michael's ass cheeks and bent to nibble on an ear.

Michael groaned. Brian's cock between the crack of his ass was like a dream come true. He just hoped Brian didn't tease him to death with it first before he fucked him.

Brian could almost sense the frustration rising in Michael, so he sucked on Michael's earlobe and breathed, "If you were mine, I'd have you on your stomach every night so I could play with your fuckable ass for hours, Mikey."

"Oh god," Michael moaned, his mouth at Ben's navel.

Ben squirmed, desperate for Michael to get a condom already and suck him off. Witnessing Brian tease Michael certainly helped in notching up his lust. The vibrations against his navel were amazing but they would feel much better on his dick.

Brian sucked and licked Michael's neck and shoulders, rubbing his chest against the smooth skin every once in a while to tease Michael more.

Brian reached down between Michael's legs to tease the balls hanging down between those sexy thighs. Michael bit back a gasp and nipped just below Ben's navel. Ben strained against the ties and thrust his hips slightly, trying to get Michael's attention to where he wanted it.

Brian looked over Michael's shoulder to the frustrated red faced professor and bit on Michael's ear.

"I think your boyfriend is more than ready for your mouth on his cock."

He handed Michael a condom that seemed to appear out of nowhere. Knowing Brian, it probably did.

"If you'd move I'd be able to actually get the condom on him," Michael snarked.

Brian rolled his eyes then rolled off Michael. Only Michael would bitch in the midst of hot sex.

Michael had devised a sexy tease while applying the condom, running his finger along the large vein that ran the length of Ben's cock. He wished he could've been with Ben before his positive status so he could've tasted his hot cock without the latex. Ben wouldn't allow Michael to do anything but touch his cock with his hand. Michael didn't care for the latex's taste but he'd do anything to please his lover.

Just as he was about to take Ben into his mouth, he felt Brian's fingers tease his backside then run over his anus. Michael closed his eyes and gasped. "Fuck, Brian..."

"That's the plan," murmured Brian.

God, Michael wanted to hit Brian but was too overwhelmed with sensation as those slick fingers pushed inside his anus. To distract himself, he grasped the base of Ben's thick cock and ran his tongue up and down all sides of the condom so he could deep throat him afterwards.

Ben watched the emotions run through Michael's face as Brian got him ready for his cock. He never looked more beautiful to Ben.

Michael took a deep breath then took Ben's cock as much as he could in his mouth, lathing the underside of his lover's cock while one hand held the base and the other slid down to tease Ben's scrotum. That was at least one place Ben allowed him to touch with his mouth, but only after his cock was sheathed in a condom. Michael's love grew at how careful Ben was with him. Ben was the best thing that had ever happened to him in such a long time...probably since he first met Brian.

Michael nearly choked when he felt Brian's cock touch his loosened hole. He squeezed his eyes shut as Brian slid slowly in; one of Brian's hands grasped his hip tightly, while the other helped ease Brian's long cock into his slick heat.

He almost forgot he had Ben's cock in his mouth, but a soft nudge from Ben's hips reminded him and he started bobbing his head, hoping he didn't come too soon from getting it from both ends. He just wished he was good for Ben, knowing how long he'd wanted to have Brian fuck him.

He redoubled his efforts, letting the sweat running from both himself and Ben to wet two fingers; he slid his hand down from Ben's scrotum to his lover's asshole.

Ben groaned and Michael was grateful for that because his own moans were muffled by Ben's cock that he continually sucked in a steady rhythm. He tried to tease every square inch of Ben's cock through the condom with his tongue.

Brian bit his lip as he moved against his best friend. He didn't want to admit how amazing it felt to finally be with Michael this way after so long of denying himself, ultimately, both of them. Ben was a better man than he for Michael, he couldn't deny that. He'd always tried to get Michael to see how great he was. All his best friend would do was blush and just stare at him with longing. Part of him knew he was holding back because he was afraid Michael would leave him if they were ever intimate. Realize what an utter selfish prick he was and would never want to have anything to do with him.

Brian bent and bit on the shoulder quivering just under him. Ben looked as hot as he remembered from the White Party. The man could make coming into an art form.

Fucking Michael's ass was always something he'd wanted to do, but now with his hips in his hands, his cock sliding in and out of the tight heat, he realized why. He felt like he was fucking his brother...but that wasn't necessarily a bad thing, he smirked to himself.

Ben loved Michael so much it hurt to see him with another, but the hurt was good...it reminded him he was alive and kept him focused on right now. He didn't want to think of what his future held. A particular teasing glide of Michael's tongue made him shiver, then his lover paused and Ben could feel his throat relax around him. His amazing lover wanted him to fuck his mouth. He groaned then began to thrust his hips upward, wishing he could hold on to Michael's ears, run his fingers through the soft black hairs...

Michael was in heaven. He wanted this to last but was so afraid he would embarrass himself and come before either of his lovers wanted him to. He blushed furiously, letting Ben fuck his mouth. He couldn't believe he just called Brian his lover. Brian wasn't a lover, he was a fucker. He seemed to only love himself and his cock. His loft was a close third but everything else was just icing. A particular jab against his prostate by Brian's long cock and he lost his train of thought and nearly forgot to keep his teeth away from Ben's gloved cock in his mouth.

One of Brian's hands moved off his hip and the next thing Michael heard was a smacking sound, then he felt his ass sting. He howled, squeezing his eyes shut, but thankfully had enough practice to keep his mouth open wide as Ben's cock thrust deep. He heard Ben groan and felt the pulse of the cock in his mouth. Then a particular stab to his prostate and he was seeing stars...After he could move again, he slowly lifted his mouth from Ben's spent cock then fell heavily atop him.

Brian laughed softly and continued to fuck the boneless Michael until he groaned and came. He bent down to kiss Michael's neck then withdrew slowly. He left to clean himself up and came back with wet washcloths to clean Michael and Ben. He released Ben's wrists and saw the gratitude in Ben's eyes. He watched as Ben wrapped his arms around Michael then he left again.

~~~~~~~

When Michael awoke, he was in the arms of Ben; he smiled at his still sleeping lover. He looked over to see the time and remembered where he was. Brian wasn't beside them. He wondered for a moment about that but then was glad Brian wanted them to have some time by themselves. He snuggled against his lover and fell back to sleep.


End of "Three Way Fun" by Bertie -- email

back to fiction index page