Disclaimer: I don't own 'em. George does. Besides, he'd never let them do this. Ever.

Author Notes: Okay, this would not have been written without the encouragement of my beta K. She convinced me I could write this, even though I've never attempted this kind of fic before. She called me daily to encourage and support me. She went to see AOTC with me (and still will) again and again and put up with me suddenly noting the 'slashy' undertones to the Obi/Ani scenes that I hadn't noticed before. She convinced me at least one other person out there would want to read a 'threesome.' And she betaed and fixed the scenes that needed fixing. I could not have done it without you girl, thank you!!!

Warning: I state this now for everyone who might go "Oh my God, she wrote what?" as they read. THIS IS AN OBI/AMI/ANI THREESOME HET/SLASH SMUT fic. Everyone gets a little, all three together get a lot. Completely AU, all smut and probably out of character. If you don't like the pairings, you'll want to skip this one. If you want to try it out, please let me know what you think!

That said ... onto the reading!

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Anakin sighed as he lost himself in his wife, still amazed that this beautiful woman wanted him. Her soft moans and cries were nearly enough to send him over the edge as he set about learning the mysteries of her body.

Padme held back the words she so wanted to speak as she managed to groan again, hoping she was convincing Anakin that she liked what he was doing. Which wasn't completely a lie. The sensations he was evoking in her body were pleasant, but not the earth-shattering emotions she'd hoped for in her lover.

She was debating whether or not to try and gently offer a few words of suggestion, when a low voice from across the room startled a shriek from her, and something resembling a howl from Anakin.

"Padawan, did I teach you nothing? You're doing it all wrong!"

Anakin swiveled his head to see his amused master staring at them both, a hint of a smile on his face.

Padme wasn't sure whether to be embarrassed or intrigued by Obi-Wan's words. But for some reason, despite her innate modesty, she felt no need to cover herself from the other man's now inquisitive gaze.

"Master, do I even want to know what you're doing in our room on our wedding night?" Anakin drawled lightly, rolling over so he was now on his side next to Padme, his naked body pale in the moonlight creeping through the window. He made no effort to cover himself, a spark of something pleasurable shooting through his already aroused body as he noted his master staring at his naked flesh.

"Well my very young, very green padawan, I could not help but feel through the Force that Padme was not completely involved in your seduction," Obi-Wan offered in a conversational tone as he moved across the room, stopping as he reached the bed.

"Padme?" Anakin asked in confusion, turning to gaze at his now blushing wife. "Is it true? You didn't like what I was doing to you?" he asked, sounding once again like the lost little boy she'd met so long ago.

"It's not so much that I don't like it Ani," she began carefully, exchanging a knowing gaze with Obi-Wan. "But there are a few things about pleasing a female you could probably work on," she finished almost hesitantly, noting his eyes immediately darken with hurt.

"Padawan, she does not say this to make you feel less than you are," Obi-Wan immediately jumped in, able to sense Anakin's frustration. "She simply says it to help you both find the most enjoyable way of giving pleasure to each other. In the end, it will only benefit you both," he finished reasonably, taking a seat on the edge of the bed.

"Oh, and I suppose you are the expert on pleasuring a woman Master?" Anakin snapped back, still not ready to accept that Padme might not be delighted with him, something else rankling him at the thought of his master pleasuring a woman, or anyone else for that matter. At the moment, he was simply resenting the fact that even now, here, in the presence of his wife, in their marriage bed, he felt an insane rage of jealousy at thinking of his master with anyone other than him.

Obi-Wan's eyebrow raised knowingly as he caught the track of his padawan's thoughts. A small smile appeared on his face as he looked contemplatively between husband and wife.

"You might be surprised at what I have learned over the years my young apprentice," he murmured, reaching to stroke his bearded chin. "And what you both could learn from me," he finished, smiling to himself as he saw Padme's eyes shift to his, a spark of interest in their brown depths.

Anakin felt the anger begin to ebb from him as he watched his master closely, realizing the older man was up to something. Surprisingly, he found his body tensing in anticipation, wondering if his master could possibly be thinking along the same lines he suddenly found himself.

"Yes my Padawan, if Padme is agreeable," Obi-Wan replied to his thought, catching his eye with a hypnotic look that made Anakin swallow hard, as a shiver ran through his body.

"Would you both please stop your mental conversation? I'd like to know what exactly it is I am supposed to be agreeable to," Padme joined in, feeling a strange vibe now flowing between Master and Padawan. She wasn't going to analyze why the feeling suddenly made her skin tingle, her nipples harden and sent a gush of heat to her center.

"I think, what my Master is proposing, is that he teach us both how to pleasure each other," Anakin offered shrewdly, seeing Obi-Wan's eyes light with sly laughter.

"Meaning what?" Padme asked cautiously, feeling the tingling in her body increase as she felt Obi-Wan turn his gaze to her, eyes roving down her body, now only thinly covered by the bed sheet she'd pulled over her during their conversation. She could feel her breasts suddenly swell, becoming extremely sensitive to the material brushing across her skin as his eyes tracked a heated path over her.

"Meaning, if you allow me, I will show my padawan how to most please you," Obi-Wan replied in a deep voice, his eyes now taking on a darker hue as she began to see the desire appear.

"Anakin?" Padme asked carefully, already knowing her answer, but wanting to judge her husband's response before actually voicing it. She felt her heart begin to beat faster as she looked at her husband, noting his eyes were now firmly locked on his master's, a look of anticipation on his face. She was not gifted in the Force like the Jedi, but she could swear she felt an eager anticipation that had not been there earlier in her husband's demeanor. Turning her gaze to Obi-Wan, she noted his eyes were also locked on his padawan's, the anticipation obvious.

She felt a small smile come over her face as she realized she might get more than she bargained for out of this little proposition. She couldn't deny that her body was slowly dissolving into a puddle as she let her mind run free with what could possibly happen in the next few hours.

"I sense your wife is agreeable to my proposition?" Obi-Wan asked, amusement in his voice as Anakin smiled, turning his gaze to his wife. Anakin felt a bolt of arousal slam through him at the look in her eyes, which were wandering back and forth between the two men. The emotions flowing off of her surprised yet delighted him as he realized what else his young wife might find intriguing.

He couldn't deny the desire that had him hardening as his gaze roamed over Padme, then turned to run over the hard, toned body of his master. It was no secret that Obi-Wan Kenobi was a fine specimen, lusted after by men, women and creatures of all kinds, Jedi or not. He'd always heard the rumors, but his master had been close mouthed about his liaisons, sexual or otherwise. Anakin himself was not oblivious to the charm and sex appeal his master seemed to ooze, but had never thought his master interested.

But if the look in his eyes now was anything to go by, he might have to rethink things.

Padme felt her throat go dry as she sensed the sexual tension in the room growing. Her body was aching in a way she'd never felt before, anticipation building to a slow burn as she let her eyes run over the two men on either side of her.

There was no doubt of her husband's attractiveness, the limber build of his body, the darkness of his eyes and the padawan cut that somehow, on him, managed to look attractive. She knew, from the little they'd experimented so far, that her husband was definitely a well-built, well-endowed man. She could only shiver as she imagined what a little bit of practice would do for his prowess with women.

And his master.

She felt another wash of arousal course through her body as she turned her gaze to Obi-Wan, noting the way the moonlight cascaded over his body. He was dressed only in a light billowy shirt and his Jedi trousers. A slight fuzz of hair on his chest could be seen through the part of the shirt, the muscles clearly defined as they rippled with his every move. His long hair and the short beard served to give his face a more mature look, but his eyes sparkled with a mischievous glint.

She swallowed hard at the irresistible picture they presented.

"I sense we are all in agreement?" she finally managed, seeing the lustful smiles Obi-Wan and Anakin sent her way. Feeling her own body tremble, she sighed, relaxing back against the pillows, hair falling across her shoulders and flowing down over her chest. "Then by all means, begin your instruction Master Kenobi," she teased in a breathless voice as the eyes of the master began to sparkle.

Obi-Wan smiled to himself as he felt the arousal he'd been tamping down since first walking in on them rise. He would never admit it to his padawan, but he had long coveted this beautiful woman, dreamed of taking her, making her cry out his name in passion.

That arousal now mixed with the strong desire he'd always harbored for his padawan. He felt himself grow hard as he noted the sensual way Anakin's eyes were now moving over his body. How long had he dreamt of feeling his padawan's strong body against his? Imagined those beautiful lips wrapped around his hardness, milking him to an ecstasy he had only once known, with his own former master?

Tonight it seemed he was going to get to indulge in both his secret desires.

"Now watch carefully my young apprentice, and I will show you how to thoroughly pleasure a woman," he began in a deep voice, seeing Anakin's gaze follow his hand as he placed it against Padme's cheek.

She drew in a breath at the sensation of his warm, calloused palm against the smooth skin of her cheek, his greenish-blue eyes glittering down into hers. He swallowed hard as he let his fingers begin to graze her cheekbones, across her nose and forehead and down to her chin.

"A woman enjoys the sensation of being touched," he began, his voice low and hypnotic as he continued to stroke her face, smiling as her eyes closed and she leaned into his caress. "I find in most cases, light, gentle touches serve to build the anticipation," he continued, now letting his hands slip to her neck and collarbone, brushing daintily across the skin with teasing touches that served to draw little gasps from her throat.

Padme could not believe the sensations she was feeling simply from Obi-Wan's touch. Sparks skittered across her skin wherever his fingers roved. The intense, eager gaze of her husband combined with the feel of Obi-Wan's eyes on her body made her shift impatiently against the sheet. She was growing frustrated that Obi-Wan seemed to deliberately avoid her breasts, keeping his touches feathery, and roving no lower than her neck.

"Obi-Wan, please," she moaned, unable to string any other words together.

"Master, I think she wants something," Anakin offered, watching his wife's flushed skin turn even darker, her gasps becoming ragged moans as Obi-Wan brushed his fingers across her lips.

"Patience young padawan, what she wants will come in time. Half of the pleasure is in building to that point," his master replied, smiling as Padme's eyes fluttered open at the words. The look in her eyes took his breath away, and he turned to smile at Anakin.

"Now as I am sure you're aware, a woman's breasts are one of the most erogenous areas on her body," Obi-Wan continued in an even voice as his hands finally strayed to the top of the sheet. Padme moaned as he pulled the material away, feeling the coolness of the night air on her skin. She watched as Obi-Wan's eyes sparked at the sight of her bare flesh, feeling a deep sense of womanly satisfaction that she could bring that look to his eyes.

"What's wrong, Master, cat got your tongue?" Anakin teased, his own heart racing as he observed his wife's loveliness now bared to their gazes.

"Now that you mention the tongue young Padawan, it is one of the most useful tools in any seduction," Obi-Wan replied, his voice now containing a note of hoarseness that had not been there before. Leaning over, he gently ran the tip of his tongue along her collarbone and down the valley between her breasts.

Padme moaned as she arched towards him, wanting nothing more than the heat of his mouth on her now burning flesh. Obi-Wan smiled as he noted her reaction, repeating the movement again as he heard Anakin's breathing deepen.

"The tongue has many uses, the trick is to figure out which use will bring her the most pleasure," he continued, this time leaning so his face was mere inches from hers, his chest nearly, but not quite, touching her now bared breasts. "Observe carefully Padawan, since words will not be possible at the moment," he replied, before covering Padme's mouth with his.

Padme moaned as she reached up to wrap her arms around his neck, drawing him down to her as she parted her lips and let his tongue roam inside her mouth. The sensation was incredible, heated, hot and different from any kiss Anakin had ever given her. Obi-Wan's mouth caressed hers like a lover who had known her forever, his mouth easily molding and shaping hers.

Obi-Wan sighed, losing himself in the kiss, enjoying the feel of her lips under his, the way her body strained up against him as his hands wandered slowly down her neck and towards her chest.

"Master," Anakin complained, feeling his own arousal nearing a fever pitch, simply from watching his wife kiss another man. Part of him supposed he should feel a wave of jealousy, but a larger part found himself wishing his master would kiss HIM the way he was kissing Padme.

Obi-Wan smiled as he gently released Padme's lips, turning his knowing gaze to his padawan. "Was there something you wished to know Anakin?" he offered quietly, licking his lips as he noted Anakin staring intently at his mouth. "You know I encourage you to ask questions, to seek answers," he went on, sensing his padawan was close to losing control.

Anakin swallowed hard, unable to believe this was his master, staring at him with desire in his gaze, their mental bond allowing him to feel things he'd never hoped, never dreamed Obi-Wan could feel for him.

// It is all right Anakin. Whatever you wish to learn, I will teach //

He started at his master's low voice inside his head. Could he really mean the words? Could he really be encouraging him to find the answer to a question he had been keeping at the back of his mind for what seemed like years?

// Why don't you find out? //

The mental words, and the way Obi-Wan licked his lips, were the final straw.

With a slightly trembling hand, he reached over Padme and pulled Obi-Wan's face to his, quickly pressing their lips together in a tentative first kiss. He sighed as he felt the soft touch of his master's lips, surprisingly firm and warm. He couldn't help but moan as Obi-Wan's tongue flicked against his lips, urging them to part. He sighed as he allowed the questing tongue inside. His hands tightened on his master's face, and he unconsciously deepened the kiss as he let himself get lost in the sensation sweeping his body.

Obi-Wan, for his part, was struggling to retain some form of control. Not easy when the feel of those luscious lips he'd harbored fantasies about for years were devouring his. Anakin certainly took direction well, he thought, feeling the young man's kiss grow more aggressive. His felt himself grow even harder as he allowed himself a moment to revel in the feel of finally having Anakin's lips on his.

Padme's eyes had grown wide as she'd watched the two men stare at each other. She'd been about to demand that Obi-Wan kiss her again, needing the feel of his lips against hers once more, when she saw Anakin reach for his master and pull them into a kiss. The wave of desire that swept over her nearly made her lose control then and there. She gasped as she watched them kiss, their tongues tangling as their breathing grew rapid. She'd imagined, deep in her wildest fantasies, this very scene. Those imaginings were nothing compared to the reality.

Moaning quietly she allowed her hands to wander down her body, stopping to cup her breasts, stroking the sensitive skin, noting her nipples were tight and hard, the sensation only augmented by the sight of the deep, intense kiss going on above her.

Obi-Wan forced his lust down as he finally pulled away from Anakin, stroking his hand down the other man's cheek with a tender gaze. He sensed Padme's arousal at the site of them, and it only served to heighten his desire. With another fond gaze at his padawan, Obi-Wan turned his attention back to Padme, feeling his passion for her leap as he noted she was now stroking her breasts, her breath coming in rapid pants.

"Now my young padawan, let us see if we can't put that talented tongue to use, since I fear your wife is feeling neglected," Obi-Wan murmured, seeing Anakin's eyes darken as they too focused on the erotic image of his wife, pleasuring herself.

Padme could only moan as she read the intent in their eyes. Before she could do more than gasp, Anakin and Obi-Wan were leaning over her, their hands, almost in tandem, coming to remove her own hands and replace them with theirs.

"Now young Padawan, as I was saying, the breasts are a major erogenous zone for the female, note the way they grow fuller, how the nipples harden as we touch them," he whispered, letting his fingers begin to tug and pull at one of her nipples, smiling as he noted Anakin was matching him move for move, his gaze now locked on his wife's heaving bosom.

"Now, try using your tongue," Obi-Wan offered, leaning over and capturing a breast in the heat of his mouth. He felt the jolt go through Padme's system as he took her sensitive skin deep into his mouth, using his tongue and his fingers to stimulate her even more.

Anakin followed his master's lead, his mind still reeling with the combined effects of watching his wife writhe in ecstasy and remembering the sensation of Obi-Wan's lips against his. But he pushed that desire to the back of his mind for the moment, deciding to concentrate on Padme, enjoying the way she felt against his tongue, using his teeth to lightly bite, then soothe as she arched against him.

Padme saw colors flash behind her eyes, the sight of both Jedi bent over her nearly too much to bear. Somehow, she suspected through the Force, master and padawan were working together in perfect tandem, seeming to anticipate the other's move, and her reaction. She cried out as she felt Anakin nip her with his teeth, immediately feeling Obi-Wan copy the move. She couldn't help but reach out her hands, locking one behind each of their heads, pulling them harder against her, begging with whimpers and moans for them never to stop.

Obi-Wan felt his desire build to a fever pitch at Padme's unbridled response beneath him, able to sense Anakin was nearing the edge as well. Sending a quick mental touch to his padawan, he withdrew his mouth from Padme's skin, smiling at her whimper of protest as Anakin followed suit.

"Obi-Wan, Anakin, please, don't stop," she begged, reaching out to try and draw them back down to her.

Obi-Wan smiled, soothing her by placing a gentle hand on her cheek. "Patience Padme, the best is yet to come," he whispered, leaning down to brush his lips across hers, smiling as he felt Anakin lean in to do the same when he pulled back.

Anakin sighed as he felt the familiar sweetness of his wife's lips, mixed with a smoky taste he knew was undoubtedly his master's. It added something to the kiss he'd never felt before, making him even harder than he already was. He shifted against the sheets, rubbing his hardness against the silk, knowing he needed some form of relief, be it from his wife, or his master.

// Patience Padawan, the wait will be worth it //

Obi-Wan's mental words, along with a deep mental kiss soothed him for the moment as he gently withdrew his lips from Padme's and turned to look at his master. "What else do I need to know about pleasure?" he asked in a husky voice, his hands unconsciously moving to stroke Padme's breasts as he watched his master's eyes gleam with approval and barely contained desire.

"You are learning very well, would you not agree Padme?" Obi-Wan asked the woman panting beneath them. He smiled as all she managed was a hoarse moan as she arched into Anakin's wandering hands. "She is speechless, always a good sign, my young padawan," he finished as he turned his attention back to Padme. Reaching for the sheet, he pulled it completely off of her body, catching his breath at her beauty as she was revealed to them in the moonlight.

Padme felt no shame, no awkwardness, just an overwhelming desire as she watched Obi-Wan's eyes heat. A quick glance to her right revealed her husband's eyes had also gone dark, his hungry stare sending licks of fire over her skin.

"What do you suggest we do next Master?" Anakin asked, his gaze shifting for a moment from his wife to his master, feeling his member stiffen as he observed the huge bulge now visible against the front of Obi-Wan's trousers. Licking his lips, he waited for Obi-Wan's next instruction.

Obi-Wan had caught the gaze, and felt his arousal strain against the now tight confines of his trousers. He also became aware that Padme's gaze had followed her husband's, and she was now staring at his crotch with undisguised arousal.

"I think you have too many clothes on, Master," Anakin finally murmured when Obi-Wan did not reply. Exchanging a glance with Padme, they both turned their gazes to him. Obi-Wan smiled and managed to stand and slip his shirt over his shoulders, tossing it into a heap on the floor.

Padme felt her throat go dry at the wonderful chest that was now bare to her gaze. She noted Anakin seemed fascinated as well, his eyes running over the broad shoulders and muscled arms. How she wanted to touch that golden skin, feel his small male nipples harden under her tongue. Watch as Anakin did the same to him. She couldn't help but moan at the image, unsure how much more she could take.

Anakin swallowed hard, his eyes turning deep and dark as he watched his master slide his trousers down his legs and kick them across the floor. He couldn't help the slight whimper that emerged from his throat as he saw Obi-Wan's manhood, huge and full, standing upright in the bright moonlight. He could sense Padme's awe as well, but was unable to tear his gaze away from the perfect male specimen in front of him.

Obi-Wan smiled, feeling his passion surge as he saw their eager gazes. He could feel the answering desire coming off of them in waves. Moving carefully, he again settled himself onto the bed, trying to gather his thoughts, needing to retain some control if he were to see this through to its natural conclusion.

"Now Padawan, we come to the most important lesson in the art of seduction," he intoned, his voice rough and hoarse as he allowed his gaze to focus on the nest of curls revealed to him between Padme's thighs. "Watch carefully, since actions again speak louder than words," he whispered, before leaning down to brush a quick kiss against the inside of her thigh.

Padme arched up off the bed, the scratch of his beard and the softness of his lips combining to send a streak of lightning through her body and directly to her center. She clenched her hands in the sheets, unable to stop the cries that now emerged, breathlessly, from deep in her throat.

Anakin had never felt such desire as he did then, as he watched his master begin to kiss and caress his way along the inside of Padme's thighs. He watched the ecstatic expression bloom on his wife's face, able to feel her intense pleasure at the sensation of lips and beard against her most sensitive skin. Her entire body was flushed, her nipples a dark brown as they pebbled in the coolness of the night air. Unable to stop himself, he leaned over and captured one in his mouth, rolling his tongue around the tip, while one hand began to stroke the other.

Padme cried out as she felt both master and padawan again begin a rhythm in tandem, possibly unaware that they were doing it. The feel of Anakin's lips and tongue against her breasts and Obi-Wan's teasing mouth against her thighs was almost unbearable. She moaned and arched against them as best she could, begging, pleading with incoherent phrases for them to give her release.

Obi-Wan smiled as he felt her wetness against his cheek, felt the desire coursing through her body as she lost herself in the sensations he and Anakin were giving her. Deciding to test their endurance once more, he finally allowed his tongue to slip across the tight bud at her center, gasping at her scream as she bucked frantically against his mouth. He noted Anakin had stopped his ministrations to her breasts at the cry, his gaze now intently focused on what was going on below.

Using his tongue to alternately stroke the tiny nub and run over and against her lower lips, he skillfully drew her desire to the breaking point. He loved the way she tasted against him as he quickly thrust his tongue deep into her willing depths. He gasped as he felt her legs suddenly clamp tightly around him as she bucked into his lips, urging him on with cries and strangled moans, begging for something she could not name.

For a few more moments, he drew out her pleasure, only increasing his own in the process. Bringing his fingers into the mix, he gently inserted two of them into her depths, gasping as she instinctively tightened around them. Stroking and teasing her gently with his fingers, he allowed his tongue to concentrate on the small nub of pleasure, feeling her body tense at the sensation.

Padme couldn't keep her eyes open as Obi-Wan bombarded her, the feeling of his tongue, teeth and fingers delving into her too much to bear. Crying out, she writhed against him, begging for release, arching higher and harder against him. She moaned in frustration as she felt herself teetering on the brink of release, only to have Obi-Wan withdraw his talented mouth and fingers.

"Obi-Wan, please!" she cried out, trying to bring him back down to her.

Obi-Wan smiled, noting Anakin was now stroking his own hardness, his eyes glazed with desire as he watched his wife cry out. His own arousal was nearly painful as he shifted position to rub lightly against the silk sheets. All he wanted was relief, but he knew he had a lesson to finish first. Drawing on every ounce of control he could muster, he smiled as he tilted Padme's chin up so her gaze was locked on his.

"Now Padawan, watch as your wife experiences true bliss," he whispered, leaning over to plant a quick kiss against her trembling lips. Then, before she could do more than moan, he thrust three fingers deep inside her weeping body, twisting so they perfectly hit that pleasure spot inside.

Padme screamed as her climax hit like a freight train, the waves of ecstasy slamming into her, lights, colors and sounds exploding behind her eyes as she lost the ability to do anything but feel. Her mind was lost to everything as she wallowed in the blinding pleasure, unable, unwilling for the moment to come down.

But eventually, the waves subsided, and she found herself floating back to earth, surprised to find two sets of arms cradling her gently. Opening her eyes, she found two chins resting on her chest, two pairs of eyes dark with desire waiting for her to acknowledge them. Words were beyond her at the moment, all the strength seeming to have left her body. She managed a weak smile, hoping they understood she was incapable of more at the moment.

"Well Master, I do believe my wife is a completely satisfied woman," Anakin offered, his voice still rough with passion as he smiled into Padme's eyes. Obi-Wan returned the smile, nodding his head slightly in Anakin's direction as he reached up to stroke a finger down Padme's cheek.

"Satisfying and pleasuring a woman is a most important lesson to learn my young apprentice. I hope you will heed it well and remember it for future reference," he replied with a small smile, seeing Padme's eyes light with amusement. He felt a surge of pride that he had been the one to bring her to such heights, the added boon of having his padawan watch an even better stimulant. He shifted again as he felt his nearly unbearable hardness pressing against the sheets, sensed his padawan's lustful gaze turning towards him. Raising his eyes carefully from Padme to Anakin, he caught his breath at the look of desire in the young man's eyes.

Padme felt a tingle of arousal stir in her body as she suddenly watched master and padawan turn to gaze into each other's eyes. Her heart nearly stopped as she heard her husband's next words.

"I am a fast learner Master, but there are a few of the finer points of pleasure I believe I still need instruction in," Anakin began, a sly smile on his face as he slowly stretched out next to Padme, baring his naked body and very obvious arousal to Obi-Wan. "And since my lovely wife seems exhausted, I suggest you demonstrate on me," he finished, pleased to see Obi-Wan's eyes turn fiery with desire.

~~~~~~~~~~~~~~~

Author: Angel Force

Rating: NC-17 (slash/het fic)

Warnings, disclaimers, etc. in Part 1

~~~~~~~~~~~~~~

"The pleasure would be mine my young apprentice," Obi-Wan replied as he reached over to run an finger down Anakin's cheek, letting it brush lightly across the soft lips, sucking in a breath as Anakin wrapped his lips around the digit, sucking it deep into his mouth, running his tongue across the appendage.

"You have learned well the use of the tongue Anakin," he managed, knowing his voice was even more breathless as his padawan released his finger and turned his hungry gaze to his chest. "Why don't you put that knowledge to use and show me what else you've learned," he finished, watching as Anakin's eyes grew even darker with desire.

Padme felt her throat go dry as the sexual tension built between the two men, their intense, desire filled gazes enough to send arousal again coursing through her body. She found herself growing frustrated however as Obi-Wan and Anakin continued to stare at each other, making no move to touch again. She usually could tell when they were talking mentally, but she did not sense that connection this time.

She decided to take matters into her own hands.

"Anakin, I do believe your master just gave you an order, are you going to follow it like a good Jedi padawan?" she teased, her voice huskier than before as she saw the slight spark of amusement light those beautiful orbs.

Obi-Wan bit back his laughter at her words, knowing it was now up to his padawan to determine where things went next. He would be a willing teacher, but he wanted to make sure Anakin wanted what he did.

// Be sure my young apprentice, because there is no going back //

Anakin smiled as the thought wound its way into his head, his master's eyes glowing with desire as he watched the emotions play across his face. His body was now aching unbearably at the thought of being allowed free rein of his master's body. The thought of running his lips across that hard chest, his mouth and tongue learning those perfectly sculpted muscles, drew a small groan from deep in his throat as his body tightened even more.

// I am sure, Master //

Obi-Wan felt his desire swell and harden even more as he felt the acknowledgement and acceptance flowing from the Force surrounding his padawan. He smiled as he leaned over and pulled Anakin closer, moving so they were both kneeling at the foot of the bed, in perfect view of Padme.

The young Senator licked her lips as she watched the scene in front of her, feeling her own nerves screaming as she waited for them to close the distance between them. She had never thought seeing these two men together would arouse her. She had thought wrong.

Anakin smiled as he sensed his wife's pleasure at the sight of them, then turned his attention to Obi-Wan, who waited patiently for him to follow orders.

"As you wish, Master. Let me show you what I've learned," he rasped, and reached out to run his fingers across Obi-Wan's cheeks, delighting in his master's soft moan. Letting his fingers move to Obi-Wan's lips, he gasped when his earlier action was repeated, as Obi-Wan drew the digit into his mouth, using his tongue to stroke and caress.

Anakin couldn't take this slow torture much longer, feeling again the intense need of his master's kiss. With a low moan, he pulled back just far enough to wrap his arms around Obi-Wan's neck, pulling him tightly to him as he captured his lips.

Their moans mingled on the night air as tongues and teeth met in a deep kiss. Obi-Wan sighed, letting his padawan lead, amazed at the desire flowing through him like a molten river. He reached for Anakin, letting his hands run across his hard chest, sculpting the muscles with light touches as he continued to devour his young padawan's mouth.

Anakin could barely think as his hands roamed over Obi-Wan's chest, the touch of heated skin against heated skin driving him crazy with want. Managing to pull his lips away, be began kissing and licking his way across his master's neck, down to his throat, enjoying the low moan his actions dragged from Obi-Wan.

His master tasted like nothing he had ever known before. Spicy and heated and deliciously forbidden. He couldn't help nipping at Obi-Wan's pulse point, letting his fingers roam to the small male nipples. He smiled as he heard another moan as he began to stroke and pull at them with his fingers, amazed that he, the padawan, was inciting this desire in his master.

// You are learning very well Anakin. I am very pleased with your progress //

Anakin smiled at the breathless mental praise as he allowed his mouth to roam lower, tonguing his master's nipples, biting lightly as the body against him shuddered in pleasure. Repeating the move, he gasped as he felt Obi-Wan's hands suddenly fist in his short hair, grasping his padawan braid and tugging his face up to his.

"It is now my turn to reward you my very talented young padawan," he whispered hoarsely, reaching out to run his fingers across Anakin's neck and collarbone, delighting in the way the young man's head fell back against his neck. Smiling, he took his tongue on a wet trail from the curve of his throat down the hard planes of his chest.

Anakin moaned in ecstasy as he felt Obi-Wan's hot tongue licking over his heated skin. Reaching to wrap his arms tightly around his back, he pulled his master closer, arching against him as Obi-Wan gently began to tug and lick at his nipples. He cried out at the bolt of sensation that shot through him, straight to his groin as his master used his hands to sweep over his lower back, all while sucking a small nipple tightly.

"Master," he moaned, hands now running up and down the smooth skin of his back, feeling Obi-Wan shudder against him. He gasped as he felt those roving hands suddenly dip lower. He begged mentally and verbally for more.

Obi-Wan smiled, finally allowing his hands to come to rest on his padawan's desire. He was smooth and hot against his bare palms, but extremely hard and aroused. Using a gentle touch, Obi-Wan began to stroke him, delighting in the feel and texture. He groaned under his breath as he felt his padawan suddenly arch strongly into him, pressing against his lower body.

Unable to stop the moan of desire, Obi-Wan rubbed himself against Anakin's thigh, hearing his padawan cry out at the sensation. He increased his strokes, feeling Anakin swell and grow larger, his head thrown back in ecstasy as he slowly strove for his climax.

Anakin could feel nothing but his master's hands on him, his hardness pressing against his thigh. He arched deeper into Obi-Wan's hands, moaning as his master anticipated the move and lengthened his strokes to meet him at a better angle. He bit his lip, knowing he could not hold out much longer, wondering only if the pleasure could get more intense.

Obi-Wan smiled as he picked up on the thought.

Before Anakin could do more than gasp, Obi-Wan pushed him backwards so he now lay sprawled across the foot of the bed, spread out in all his naked glory. He shot a quick glance at Padme, moaning as he saw her slumberous eyes locked on them, her hands gliding over her body, stroking herself as she watched.

"Now Padawan, allow me to show you complete and utter pleasure," Obi-Wan whispered, feeling his arousal nearly burst as Padme's low moan mingled with Anakin's rapid breathing. Without a moment's hesitation, he leaned down and took Anakin's length deep into his mouth.

Anakin cried out as he arched against his master, sensations slamming into his body as Obi-Wan slowly stroked him with tongue and teeth. Nothing had ever felt quite like this, this heated suction, the flutter and press of a heated tongue, the look in his master's eyes as they remained locked on his face as he continued this captivating torment.

Obi-Wan moaned against Anakin's hardness, knowing the vibrations would pleasure him even more. His own release was nearly upon him, but he forced it back, knowing this time, this first time, his concentration must center on his padawan. Anakin was learning a lesson, and he must see it through to the end.

Relaxing his muscles, he took a deep breath and then took Anakin's hardness even deeper into his throat. Sucking and licking with an intense rhythm, he watched as his padawan's eyes slammed shut, his body arching heavily into his mouth, desire overwhelming him.

"Let it go Ani, please!"

Padme's hoarse whisper was what finally sent Anakin over the edge.

With a hoarse cry of "Master!" he felt release slam into him. Unable to do more than fly with the feeling, he arched several times against Obi-Wan's mouth, feeling his master drinking in his release, swallowing everything he had to give. The sensation was incredible, almost indescribable as he floated on the waves, only barely realizing when Obi-Wan released him, his hands stroking soothingly over his chest, his mind sending mental waves of encouragement and love to him, reinforcing the feelings now cloaking his body.

Obi-Wan knew he had never seen anything as beautiful as Anakin's release. And while his own body was still tight and hard with a nearly unbearable desire, he knew it was worth it to have put that look on his padawan's face. He'd waited many years to see it, and now that he had, he was not disappointed.

Padme could barely speak, the sight of her husband's spent body draped across her feet nearly undoing her. She had felt her desire growing along with theirs as she had watched Obi-Wan caress her husband. The sight of him taking Anakin's hardness deep into his mouth, watching the way his cheeks hollowed out with each breath, able to clearly see the desire in his eyes, the ecstasy in her husbands, had brought about her own climax.

Sighing, she relaxed back against the sheets as she watched Anakin begin to recover, his eyes smiling into Obi-Wan's before turning to her.

"Did you enjoy this lesson, Padme?" he asked, knowing perfectly what her reply would be, but wanting to hear her say it anyways. The sight of her flushed features and wild eyes was also serving to stir pleasure in him again.

"It was beautiful," she admitted honestly, her eyes suddenly turning dark and mysterious as she brought a finger to her lips thoughtfully. "Although, I see we are left with a rather large problem Anakin," she offered, turning her now contemplative gaze towards Obi-Wan, who was still kneeling at the foot of the bed, a small smile on his face, his manhood standing hard and straight against his stomach.

Anakin followed his wife's gaze, feeling another surge of desire flow through him as he realized while he and Padme had allowed Obi-Wan to show them pleasure, he had refused to take his own. It was a selfless task, one definitely suited to the type of man his master was. And while Anakin had often criticized him for that selflessness, tonight, it was time to show his master how much he could appreciate it.

"I see what you mean my dear," he replied to his wife's words, exchanging a long gaze with her, realizing exactly what she was hoping he would suggest.

"Very well then Master Jedi," Padme began, rising to her knees, allowing him a perfect view of her naked body. "I believe it is time for the final test, to make sure both Anakin and I are clear on how to pleasure each other," she began, slowly moving towards him with a feral gleam in her eyes.

"My wife is right master. And it is the duty of an obedient padawan to show his master everything he has learned from him," Anakin added, rising to his knees as well, desire once again darkening his eyes as he sensed his master's excitement through both their mental bond, and the rapidly rising and falling chest he observed before him.

Obi-Wan swallowed hard, every muscle in his body tensing as both Padme and Anakin moved towards him. He could clearly sense what they wanted, and it sent a fresh bolt of desire through his body.

He only wondered if he had the strength to withstand them both.

~~~~~~~~~~~~~

Title: Lessons Learned (3/3)

Author: Angel Force

Rating: NC-17 (het/slash)

Warnings and disclaimers in Part 1

~~~~~~~~~~~

"Very well then, show me what you have learned," he finally managed to reply, his heart nearly pounding out of his chest as Anakin and Padme exchanged sly smiles.

"I believe the first lesson was how important the power of touch is, right Ani?" Padme began, reaching to run her fingers across Obi-Wan's cheeks, smiling at his hiss of indrawn breath as she let them rub over his beard and along the sensitive skin just under his chin. She shivered at the bristly feeling, enjoying the sensations it sent dancing through her body. Letting her hands roam further, she stroked his cheeks and nose, running the pads of her fingers across his eyelids as his eyes closed in pleasure at the sensation. She finally allowed a fingertip to run over his lips, gasping as he captured the digit and wrapped his tongue around it, rewarding her for her mastery of 'touch.'

Anakin's eyes darkened as he watched his master reward his wife. He felt his desire flare to life again as he reached forward to clasp his master's shoulders. Using various techniques he'd picked up here and there, he began kneading the tense muscles in Obi-Wan's shoulders, enjoying the way his master's head fell back as Padme pulled away to allow him his turn.

Sensing his master was now focusing on him, he began to plant kisses across Obi-Wan's neck and shoulders, fingers massaging their way down his back and around his sides, using his tongue to trace the curvature and symmetry of muscles he'd long admired. He felt his desire fill and swell again as Obi-Wan moaned at the touch, stomach muscles clenching in as he allowed his hands to roam lower.

Padme felt the raging need climbing through her body again, the sight of master and padawan so engrossed in the other more of a turn-on than she'd ever suspected. But she wanted to be part of that pleasure too. Smiling, she leaned forward and licked one of his small nipples. She let lose a delighted moan when she felt his body tense and jump against her, his hands coming to fist in her hair, pulling her closer, encouraging her with low moans to continue. Smiling, she allowed her hands to caress his chest, using her teeth and tongue to soothe and arouse, while Anakin copied her movements against his master's back.

Obi-Wan could feel nothing but the pleasure surrounding him. Anakin's strong, firm body was pressed tightly against his back, his padawan's talented tongue and hands doing unexplainably wicked things to his back. Combined with the sweet sensation of Padme's mouth against his chest, her soft breasts rubbing against his stomach, he knew he had never felt such desire.

"I think it is time to move on to the next part of the lesson," Anakin finally managed, sensing his master was nearing the breaking point, feeling his own hardness swollen to a nearly unbearable length. Exchanging a glance with his wife, he pulled Obi-Wan backwards, until his master was lying on his back, spread across the bed like a feast. He looked quickly at Padme, seeing her lustful gaze was also observing every aspect of the man before them.

Padme swallowed as she allowed her eyes to take in the beauty that was Obi-Wan. He was slightly smaller in build than her husband, but no less well endowed. Deciding to go with her curiosity, she placed hands on his waist, caressing his stomach lightly, looking at Anakin to see if he objected.

"Go ahead Padme, show Obi-Wan what you have learned," he whispered, reaching to run a finger down his wife's cheek.

Padme sighed, finally letting her hands move down and cup his hardness in her small palm. She shivered at Obi-Wan's harsh groan, smiling as she felt him arch into her touch. He felt so strange against her palms, hard as steel, yet soft as silk. And so hot her fingers were nearly scorched. She began with slow strokes, simply learning his texture and feel, delighted as he felt him grow against her ministrations. She began to listen to his moans, learning what he liked from their sound and intensity. She felt her own center dripping as her passion rose, augmented by the desire burning in Obi-Wan's eyes, and echoed in the dark ones of her husband.

"Padme, please," Obi-Wan moaned, opening his eyes and allowing her to see the intense desire he felt at her touch. He nearly came at the sight of her flushed body, her full breasts swaying with her strokes, her eyes glowing with passion, hair falling around him to tickle his groin and stomach. All he wanted at the moment was to be buried inside her, to feel the warmth and heat he'd often imagined.

// It's okay master, I can wait //

He felt a slight sense of relief as Anakin's soft words entered his mind. He had felt a slight moment of apprehension, wondering if Anakin would allow him to cross this final line.

// Thank you my padawan, you will be well satisfied in return //

Anakin moaned as Obi-Wan's whispered words, and mental kiss slid over him, along with an intensely powerful Force wave of pleasure. He watched eagerly as Padme moved over his master, positioning herself so she was directly above his straining manhood. He allowed his hands to fist in Obi-Wan's hair as he watched Padme lower herself slowly onto him, gasping at his size and the feel of him buried deep inside her. Through the Force, he could sense her complete wonder, and total arousal as she allowed him in. It only served to harden his desire, and heighten the anticipation of what was to come.

Padme moaned as she felt Obi-Wan completely filling her. He was huge and hard, and definitely the largest man she'd ever been with. And she was finding she very much enjoyed the feeling. Watching carefully as she slowly rose, she noted Anakin's eyes were burning with desire, his hands stroking and caressing Obi-Wan's hair as he watched her every move eagerly. The sensation of his eyes, along with the ecstasy clear in Obi-Wan's, was enough to make her daring.

She began with a slow and steady motion, enjoying the wonderful feel of his hardness sliding in and out of her. She gasped as she suddenly felt his hands come to life, clenching on her hips, pulling her down onto him, urging her into a faster motion. Feeling the need to speed things up herself, she began to move quickly, alternating between long, slow strokes and quick fast ones. She could feel her desire nearing the breaking point as she thrust herself against him faster, reveling in the fierce way he pulled her to him.

"Obi-Wan," she moaned breathlessly, feeling herself pause on the very edge, then suddenly, fly over the peak, screaming his name in passion as her climax hit. She felt him shuddering beneath her, his body shaking as with another quick thrust, he burst inside her, calling out her name on a hoarse cry. Sighing, she let the waves of lassitude sweep over her, sinking down so she lay completely across his chest, feeling the pounding of his heartbeat slow as he too basked in the aftermath of their loving.

Anakin grinned as he watched his replete wife smile into his eyes from her position on Obi-Wan's chest. He was amazed at how turned on he was by watching Padme take Obi-Wan. The jealousy he might normally feel for some reason was not there, and he found himself simply desiring to see more. It surprised and delighted him in many ways, realizing that he looked forward to having his wife, just as much as his master.

// The Force works in mysterious ways, my young one. Trust that it will show you the right path. Trust your feelings and let it guide you and you will not go wrong //

Anakin smiled as he felt his master's presence again appear in his head, allowing him to feel the waves of pleasure still lingering in Obi-Wan's system. The smile turned into a gasp as his master allowed him also to feel the need he still held for his padawan. Anakin moaned as he felt his desire build again, the need to feel his master against him, under him, around him, nearly unbearable.

Padme sensed her husband's arousal, watching as his eyes darkened, knowing he and Obi-Wan were now communicating mentally. Smiling, she managed to drag herself off the Jedi Master, not surprised to feel he was still hard inside her. Withdrawing carefully, she slid her body to the side, leaning over to plant a kiss on Obi-Wan's lips, before turning to give Anakin a kiss as well.

"Now my husband, I believe it is your turn to demonstrate what a quick learning little padawan you are," she teased, smiling as Anakin ran a finger down her cheek and pressed a quick kiss to her lips.

"As you wish my dear," he replied, hearing Obi-Wan's low laugh at the banter between them. The smile stayed on his face as Padme moved to allow him to take her place at his master's side. As he stretched out against Obi-Wan's hard body, he felt the waves of desire begin to flow again, noting his master's eyes had begun to turn stormy.

// Now Anakin, you shall be rewarded for your patience and extraordinary learning skills //

Obi-Wan smiled as he felt his padawan's body leap to life at the mental touch, amazed that this beautiful young man could want him. There was no mistaking the desire in those dark eyes as they roamed his body, nor the intense arousal inherent in the Force around them both. A quick look at Padme revealed her eager gaze on the two of them, and he could sense her anticipation at what was to come.

// No master, it is you who shall be rewarded for being the teacher //

Obi-Wan gasped as Anakin leaned over and captured his lips in a deep kiss, as he sent the mental phrase into his mind. Moaning, he allowed his hands to fist in the padawan cut, amazed at how much passion the young man he'd known for years had suppressed. Using teeth and tongue, he returned his padawan's fierce kiss, allowing the desire begin to build again, a different kind this time, one tinged with an excitement that he knew he could feel with no other.

Anakin was again lost in the heat of Obi-Wan's mouth, enjoying the easy way his master fell into the kiss, letting him control it, but responding in full. Using his hands, he began to stroke and caress a path down that beautifully muscled chest, flicking the small nipples and tickling the sensitive stomach as he moved lower. He moaned and broke their heated kiss, gasping for air as his hands finally found and took hold of his master's now full arousal.

Obi-Wan couldn't help but cry out at the feel of his padawan's warm, strong hands grasping his burning flesh. The sensation was completely different from Padme's, Anakin's skin harsher and rougher, but just as delightful. Arching into the caress, he let his padawan know he liked what was being done with small moans and whispers.

Anakin for his part was amazed at how hard, yet soft Obi-Wan's arousal felt against his palms. Using quick strokes, he learned the texture and size of the member he held, noting which strokes and which areas drew the most heated groans from those beautiful lips. He smiled as he hit a particularly sensitive spot along the backside of his arousal, Obi-Wan's hips nearly arching off the bed in ecstasy, a cry of his padawan's name ripped from his throat at the sensation.

Padme felt her breathing grow rapid again, eyes huge as she watched Anakin manipulate his master's desire, watching and learning what made the stalwart Jedi Master tremble and cry out, storing that knowledge away for future use. She felt her own juices begin to flow again as she noted Anakin's desire was long and hard again as well as he rubbed it against Obi-Wan's thigh. Suddenly, another picture flew into her head.

Moving carefully to her husband's side, she reached to cup his hardness, feeling him start in shock, then sink into her hands as he turned his gaze to her. She moaned as she saw the heat flare again in his eyes, feeling Obi-Wan's intense gaze on her as well. Smiling, she turned her head so she could see both their faces as she began stroking Anakin with the same long strokes he was using on his master.

Anakin moaned, enjoying the feeling of Padme's small hands on his desire, but his mind soon turned back to the pleasures before him. Reading the need in Obi-Wan's eyes, Anakin finally gave in and did what he'd wanted to for what seemed forever. Leaning down, he took his master's length between his lips, licking and sucking the hard flesh as far into his throat as he could manage.

Obi-Wan felt a lightning bolt slash through him as Anakin's lips closed around his hardness. The feel was unlike anything he had ever known. While he and Qui-Gon had been lovers, it had been nothing like this. Those feelings were always held sacred and special, and until now, he thought, unrepeatable. But he was wrong. The sensations shooting through him at Anakin's rough licks and nips, the heat of his breath on his rock hard desire, the sight of Padme's eyes locked on his as she watched and stroked at the same time, were almost more than he could bear.

// Padawan, do it now! //

Anakin felt his own body convulse at the mental cry, taking a deep breath before taking all of his master's desire into his throat. He moaned as Obi-Wan began thrusting hard against him, sensing his master's relief was close. His own desire was ready to break, Padme's touch growing surer and harder, sensing his climax near. He felt Obi-Wan's hips suddenly tense, could sense the ledge his master was teetering on.

With a quick motion, he deep-throated his master, hearing his name emerge on a scream as Obi-Wan exploded into his mouth.

Obi-Wan saw stars and lights explode behind his eyes as Anakin's mouth and throat squeezed his hardness like a vise. Release hit like a tidal wave, swamping and amazing him as he watched his padawan swallow again and again, not letting a drop spill. Closing his eyes, he allowed his body to fly, reveling in a sensation he had long thought dead. His pleasure increased momentarily as he felt Anakin's wetness against his thigh, Padme's hands having brought him release as well. When he finally believed himself capable of breathing, he opened his eyes and smiled fondly at the sight that greeted him.

Anakin shuddered as the last waves of pleasure coursed through him, feeling Padme's warm, smooth body pressed against his side, feeling his master's warmth beneath his cheek where his head rested on his stomach. Raising his eyes, he found himself ensnared in his master's gaze. He sighed contentedly as he read nothing but satisfaction in their bluish-green depths.

Padme sighed, her eyes seeking out Obi-Wan's as well, amazed at how much she had enjoyed watching Anakin pleasure his master. She smiled as she noted the gaze master and padawan were locked in, able to feel their contentment surround her like a blanket.

"Well, I would say this has been a very successful lesson, would you not agree?" Obi-Wan finally managed when he had enough breath to speak. His eyes lit up as both Padme and Anakin burst into tired laughter.

"The best lesson I have had yet, and hopefully, only the first of many to come," Anakin replied, his eyes locking on Obi-Wan's, searching for an answer to a question he wasn't even sure of asking.

Obi-Wan smiled and reached a hand out to stroke his padawan's hair.

"While you both have progressed well, there is still much to learn, and I intend to be the only one to teach you both," his master replied, turning to run a finger down Padme's cheek, reading the delight in her eyes at his words.

"Well then, I suggest we all rest, to be fully rejuvenated for our next lesson," the young Senator replied, struggling to a sitting position and managing to arrange herself so she was stretched out against the pillows again, in the dead center of the large bed. With a small, tired smile, she patted both sides of her, sighing as Obi-Wan and Anakin rearranged themselves so they were pressed against her, one on either side. A true Jedi sandwich, she thought with a small smile of delight. Oh how her handmaidens would envy her at this moment. Sighing contentedly, she closed her eyes and let sleep drag her into its depths.

Anakin smiled as he picked up his wife's thought, stretching his arm over her small body and across Obi-Wan's waist, smiling as Obi-Wan repeated the move, his arm coming to rest against his padawan's side, giving him a gentle physical and mental touch on the side.

// Sleep my young padawan. There is plenty of time to learn more in the morning //

Smiling at his master, returning the gentle mental kiss and feelings of love and reassurance, Anakin allowed his eyes to close, feeling his tired body immediately give into sleep, his mind already imagining what other lessons his master had to teach.

Obi-Wan smiled as he felt both Padme and Anakin fall into the arms of sleep. He allowed his fond gaze to sweep over Padme's beautiful, flushed cheeks, still glowing, even in her sleep. His gaze then moved to Anakin, the young man looking very youthful as he slept, his face free of worry lines.

Maybe tonight, the dark dreams would remain at bay.

Obi-Wan frowned, not wanting to let the worry he felt about Anakin's increasingly frequent dreams upset the wonderful lassitude he was feeling at the moment. His lesson plan had worked out better than he'd ever dreamed.

Smiling, already thinking of what he would teach them next, he too drifted off into the first truly peaceful sleep he'd had in years.

~~~~~~~~~~

The End

Well, thoughts or feelings? I was hesitant about writing this, but figured I had to get it out of my system. I'd love to know what you thought, but if you absolutely hated it, just don't tell me, 'kay?

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