Ben's hands were cool against the hot skin of her flushed cheeks, yet Rey barely noticed as all of her thoughts were swiftly swept aside. All she could focus on in that moment was the feel of Ben's full, soft lips moving over hers, consuming her in their intensity. His thumbs were sweeping across her cheekbones and it felt oh so right, sending thrills across her nerves.

She had never dreamed this would ever happen. She had been so sure that they were and would only ever be interested in each other – but they were, and here they all were, about to consummate their declarations for each other, and she just had to trust that they knew what they were doing; that they knew what they wanted.

She certainly knew what she wanted.

It was time to let go.

Rey consciously let her body relax and a sigh drifted from her lips, only to be taken in by Ben's mouth. He took advantage of the sigh, darting his tongue in between her parted lips and flicking it against her teeth, tasting her. Drawing back slightly, he murmured against her lips, "There's a good girl, sweet Rey. Just give yourself over to the pleasure." His voice was soft and quiet, but there was a throaty edge to it, as if he could barely contain himself, and it was completely enthralling to Rey.

She'd never heard anything like it before.

It was as if a switch were flicked on inside of Rey. She whimpered, drawing her hands up to twine in Ben's hair, and then swiftly moving on to frame his cheeks before landing on his shoulders and gripping tightly. She couldn't decide where she wanted her hands to go, so she found herself moving them all over his body. Rey pushed her lips back against Ben's, flicking her tongue against his lips in an imitation of his earlier action. She was desperate; almost erratic. She wanted to feel him in ways she'd never imagined before.

Ben's lips parted against hers, allowing her tongue entrance to his mouth, and she inexpertly drove her tongue inside, meeting his in a vague facsimile of the way they dueled with their sabers. It was graceless and messy and absolutely showed her inexperience, but she didn't care.

Ben didn't seem to care either.

He growled and dropped his hands so that he could pull her body tight against his with both arms wrapped around her, and he returned the kiss with equal fervor and passion.

Rey was on her knees on the bed, pulled up against his body, arms trapped between them with her palms flat against his bare chest. She felt every muscle against them, but she wanted more. More than his skin burning against hers, more than him setting fire to her senses.

Desperate to feel him, to gain access to all of his body, Rey winnowed her hands down between their bodies as she returned his now open-mouthed kisses. She was getting the hang of the push and pull, the give and take. Though she hadn't been inexperienced before, she'd never had anyone kiss her like this. Even Poe's kiss earlier had been tame, though she had sensed the underlying flame that he had been holding back. Ben though… he wasn't holding back.

Rey didn't want to either.

She'd been dreaming about this for far too long.

She didn't want to wait anymore.

Ben finally caught on to what she was doing when he felt her fingers skim under the waistband of his sweatpants. She moaned when all she could feel were the wiry hairs of his lower abdomen and pelvis – he wasn't wearing any underwear. Rey's body flushed even hotter than before, and she felt her breath come rushing out as Ben drew away from her, practically shoving himself off of her and back against his dark-haired lover, who caught Ben before he could fall off the edge of the bed. Rey was confused, struggling between her arousal and the thought that Ben was changing his mind about this whole thing.

Why else would he jump away like that? Why would he –

"Poe," he gasped, eyes wild. There was nothing but desperate desire in his voice, and Rey reassured herself that there was no way he'd sound like that if he was less than interested. In fact, she felt a certain amount of… accomplishment, and power, that he'd felt the need to throw himself away from her to regain some control.

Poe's arms wrapped around Ben, hands caressing the other man's quivering abdomen, lips pressing against the flyaway black hair on top of Ben's head.

Rey's eyes were nearly as wild as Ben's. She'd been so close to her goal. Her breathing was shallow as she met Poe's eyes, and she collapsed backwards onto the pillows when she felt her knees start to give out, legs splayed over the bed. They were shaking so hard, and the lust pooling in Poe's eyes had weakened them even further.

"Easy there, tiger," Poe chuckled. "Sometimes Ben gets a little too excited and can't control himself." His words were teasing but his eyes were all tenderness as he reached up to brush a lock of hair off of Ben's face. Ben turned his head at the last moment and placed an open-mouthed kiss against the inside of Poe's wrist. Poe stilled, though his eyes never left Rey's.

She was so lucky, she felt, to have been included in this aspect of their relationship.

Seeing them like this…

Poe's fingers dropped to her calf, rubbing lightly over the fabric of her leggings, and she was reminded that she was now a part of this relationship.

The thought took her breath away, again.

"Let's show her a good time, huh Ben?" he said against Ben's scalp.

Ben, who had finally regained control of himself, nodded in response and then stood up off the bed. Poe crawled over Rey's nearest leg until he was kneeling between both of them, on his knees. Ben burrowed his arm between Rey and the pillows and pulled her upright so that he could get behind her on the bed, then slowly lowered her again until she was braced against his chest, his hands running up and down her bare arms and his long legs spread out to either side of her. She felt herself break out into goosebumps beneath his hands, and a full shiver wracked her body. She wriggled backwards against him – she just couldn't help herself – and reveled in the feeling of him hard against her lower back.

Poe caught her wicked grin and laughed delightedly, which in turn caused her to laugh as well. She could feel the remainder of her residual tension draining away in that moment, though an entirely different form of tension filled that void when Ben's hand drifted from her arm and across her lower belly. Her laugh cut off abruptly on a gasp, and she clutched at his thigh with her hand as his fingers slid beneath the hem of her shirt, drawing circles higher and higher as he went up her body. His other hand joined the first in making her shake with need.

Poe pulled himself forward, bracing his hands on Ben's knees for balance as he caught Rey's lips with his own. He was a much gentler kisser than Ben, though the passion was equally as intense. His tongue delved languidly between her lips, stroking hers, only to draw back and nibble on her lips before plunging back in again.

Taking the opportunity that presented itself to him with Rey's distraction, Ben nuzzled against her neck at the same time that he brought both hands up to cup her breasts beneath her shirt. She had a breastband on, but Rey still gasped at the sensory overload of his heated palms rubbing over her nipples, hardening them into peaks.

Poe pulled back a few inches and grinned that devastating smile of his as he glanced down at her chest. "Let's get that off of you, shall we?" he said with the utmost confidence that she wanted exactly what he wanted. He still waited until she nodded frantically before he pulled her forward, off of Ben. "Ben?"

He didn't need to ask twice – or even once – as Ben was already pulling Rey's shirt over her head. Reaching up, frantic to remove the constricting item of clothing, Rey unwound her breastband and flung it away from her before Poe could even throw her shirt onto the floor. She was breathing heavily as she leaned back against Ben, her eyes darting back and forth between him and Poe.

She was moments away from covering herself back up, as neither of them was saying anything. They were simply staring at her breasts. Rey couldn't help but laugh at the absurdity of it, all thoughts of embarrassment flying out of her head.

"How long's it been since either of you have been with a woman, if ever?" she teased lightly. She reached out with both of her hands, gripping one each from both men, and brought them up to cup her pert breasts. She let go of their hands as they touched her reverently, arching her chest into their touch and lifting her arms so that her own hands could sink into the soft strands of Ben's inky hair.

"Oh Force," Ben breathed against her ear.

Poe turned pink as he stared at where his darkly tanned skin met the pale skin of her breast. He plucked at her nipple, watching as it hardened even further at his touch. She felt so responsive to them; it was an amazing sensation.

"Well?" Her query ended on a gasp as Poe darted forward, lips latching onto her hardened peak.

Ben was the one who finally answered, though a touch ruefully. "Our last partners before each other were women." His breath against her ear made her shiver and she clenched his hair tighter in her fists. "So about five years, really."

"Well," Rey quipped, "You seem to be doing just fine so far."

Poe chose that exact moment to run his teeth over her nipple, and she moaned. "Only 'just fine'?" Poe teased as he pulled back, eyes hooded.

Rey could only stare at him, wide-eyed.

"I think that was a challenge, Poe," Ben said before he sucked on the pulse point below her ear. "You – we – will just have to prove to her that we haven't lost our touch when it comes to the ladies," he laughed, smiling against her skin before nibbling at it and making Rey's head drop back against his shoulder.

Poe pulled away from them both and smirked as he eased further down the bed, running his hands down the lengths of her muscular legs. "Challenge accepted," he said jauntily.

Getting to the bottom of her legs, he glanced up at Ben. That was all the other man seemed to need, and he lifted Rey up so that her hips and rear were no longer on the bed. Ben chuckled in her ear after she let loose a squeal of surprise. Poe pulled on her leggings, tugging them until they were off her legs entirely. He reached up again and pulled the thin scrap of material covering her mound down her legs, throwing it so that it landed with the rest of her clothes on the floor.

Ben set her back down on the bed and then set to running his hands over her torso, cupping her breasts and thumbing her nipples, as well as feeling each hollow between her ribs. His hands were sending fire through her nerves, and those nerves were pooling between her legs. At the place where Poe was now staring at with the most fascinated look on his face. He looked… ravenous.

Rey was nearly frozen beneath his gaze, caught between delight at the appreciation in his facial expression and anxiety at being so completely uncovered before his – and Ben's – eyes. She'd never been naked in front of a man before – never even really before a woman before, besides her doctor. Even then it was completely impersonal. This… this was as far from impersonal as one could get, and she wasn't sure what to expect. What if they thought she was ugly? What if they decided women really weren't for them? Oh Force, that would be mortifying. It would ruin their friendship. It would –

"Poe," Ben's voice seemed to break the spell on his lover, and Poe looked up to meet Ben's eyes. Rey heaved in a breath that she didn't know she needed, willing herself to calm down. They'd reassured her that they wanted her. She needed to stop her nerves from getting the best of her…

"Yeah?"

"Before we get any further and lose our minds…" he placed a kiss on Rey's neck, and her eyes fluttered closed with relief.

"Oh," Poe blinked. "Yeah, right."

Ben reached up with one hand and touched Rey's chin. "Rey? Sweetheart, you with us?"

"Mmm? Yeah; yeah I'm here, Ben." Her voice was hazy with pleasure. "What is it?"

"Do you have the chip?"

"Chip?" Rey was confused. She couldn't think straight.

"The one to prevent pregnancy," Ben replied softly, stilling his hands on her body.

"Oh," Rey responded, more clearly this time. "Yeah, I got it last week."

Poe cocked an eyebrow at that. "Mighty presumptuous, huh?" he teased.

Rey blushed but shot back, "It never hurts to be prepared."

"Easy… easy, girl," Poe laughed as he raised his hands in mock surrender. "I'm glad you thought ahead."

"Now where were we?" Rey asked lightly. "I think you were just about to show me how much of the female body you remembered?" Her voice was filled with confidence, and she was suffused with pleasure and anticipation at what was about to come. She had heard women talk about some of the things she could expect from sex, but so far everything was so much more than what she'd heard described.

Rey quivered, but smiled happily at the two men who were focusing all of their attention on her.

She was momentarily caught off guard when Ben let out the loudest laugh she'd heard from him in a long while. It took a lot to get him to laugh carelessly – ever since the incident – and her eyes were startled as she swiveled around to look at him, though they softened once she saw with her own eyes how happy he looked.

Poe grinned at Ben as well, and then he and Rey both joined in with Ben's laughter. It was so nice to see him so relaxed.

"Well, Poe, you heard our lady. I, for one, would certainly like to see how much of the female body you remember," Ben teased, laughter still roughening his voice.

Poe lurched forward between Rey's legs, bringing himself closer to her and Ben both, before grabbing his lover's face with one hand and kissing him deeply. The sight of it made it entirely too difficult for Rey to breathe properly. She'd seen them kiss before, even passionately… but never before had she been trapped, naked, between their two bodies while they did so. She whimpered.

Poe drew back at the sound, and smiled at Rey from inches away. His lips were swollen and moist, and Rey leaned forward to kiss him softly, right where Ben had kissed him moments before. She felt Poe twitch where he was pressed against the inside of her thigh, and she smirked at the response she had elicited as she pulled away.

He simply grinned at her in return. "You ready, Rey?"

She could only nod, though she had no idea what she was supposed to be 'ready' for.

Ben gripped her waist with one hand as the other drifted up to palm her breast. He hooked his chin over her shoulder and stared at Poe as the other man lay down between Rey's legs, staring at the sight on display for him. He made a humming noise, bottom lip caught between his teeth, and then reached out to angle Rey's hips for better access.

She only just stopped her legs from shutting fully on Poe's head. She was so embarrassed that he was looking at her… down there. Yes, he'd looked before, but now he was much more up close and personal…

"Shh, it's okay Rey. You let me know if anything makes you too uncomfortable," Poe reassured her, though his voice seemed a little distant, lost in apparent appreciation of Rey's folds.

He placed a kiss against the inside of her thigh and Rey nearly jumped off of the bed. She brought her hands up to grip Poe's hair, clenching the slightly coarse curls tight between her fists. "Shh…" Poe whispered again, not seeming to mind the tugging on his hair. The next kisses he placed were just as sensitive to her, though far less surprising, and Rey found herself relaxing against Ben again, her bare back flush against his bare chest.

All of a sudden, his mouth was on her, down there – a place where only Rey had ever explored, and only ever with her fingers. She had no idea it could feel so… so… good. She gasped out her pleasure, and Ben was there, tilting her head around so that he could catch the gasp on her lips. His lips moved over hers, though she was barely able to return the kiss – she was too busy focusing all of her attention on the sensation of Poe circling her clit with his tongue.

He alternated the attention on her clit with long strokes up her folds, tongue dipping inside of her every few passes, and she felt her grip on his hair slacken.

Rey moaned, finally giving up on her kiss with Ben and letting her head loll back on his shoulder. He nipped at her ear. "Oh, stars… Poe!"

Ben let out a little laugh. "Looks like Poe is certainly doing just fine at the challenge. Let's see how well I do, now…" And with that, he skimmed the fingers of his right hand down the front of her body, and then caressed the side of Poe's face once he could reach.

Poe drew back slightly, looking up at Ben and Rey with glassy eyes, his lips glistening with the slick from Rey's folds. "Fuck," Ben muttered. "You have no idea how hot that looks, Poe."

"I think I have some idea," Poe returned, and then promptly licked his lips. "Mmm," he said appreciatively.

"Fuck," Ben said again.

Rey's eyes fluttered closed, though they shot wide open again as soon as she felt fingers at her entrance. She looked down to see Ben's hand between her legs, long fingers stroking her outer lips. She groaned at the sight, and couldn't pull her gaze away.

"You're so wet," Ben choked out.

"She really is," Poe agreed before ducking his head down again. He lapped at her clit with his tongue, delicately, leaving enough room for Ben's fingers to move against her body as he willed them.

Rey held her breath as Ben slowly curled one finger inside of her, her body quivering at the sensations the action sent coursing through her. He pushed his finger in further, her walls clenching around the digit as he moved it around. It felt amazing, and Rey was further enticed because it was only a precursor of what was to come.

Ben drew his finger in and out of her, keeping it shallow, stretching her as he worked. The feeling of Poe's tongue on her clit was nearly becoming too much. She knew that an orgasm was approaching, but she also knew it would be unlike anything she'd ever experienced at her own hands – it would be stronger, and she was very nearly anxious at the thought of letting the orgasm crest.

It felt sharp and almost painful… but oh, stars it also felt phenomenal.

All it took was for Ben to insert a second finger alongside the first, and then plunging them inside of her more forcefully than before. The action brushed his thumb across her clit on an upstroke of Poe's tongue… and she was gone. She'd heard women talk about seeing stars during certain above-average orgasms… but all she could see was a blinding white light, and all she could hear was a rushing sound.

She came back to awareness with Ben stroking his hands soothingly over her body, and Poe sitting back on his haunches, staring at her with the most tender look she'd seen on him – at least when it was directed at her.

"Oh…" Rey was embarrassed that that was all she was able to utter, but the two men seemed to understand what she was trying to convey. They smiled at her in return, though she only saw Ben's after he tilted her head towards him to give her a gentle kiss on the lips.

She returned the caress of his lips slowly, but with increasing confidence as she recovered the use of her extremities. Pulling back from him, she glanced at Poe, and then back at Ben. "Thank you," she stated. She looked at Poe again. "That was wonderful. I never – I mean, I hadn't ever thought it could be like that."

"Oh, it gets better," Ben promised her with a growl.

"I want you in me," Rey blurted out in response. It was true – she did want to feel them inside of her – but that didn't make her lack of grace any less embarrassing. "I – I mean – oh Force," she nearly whined.

"Shh, Rey, we know what you mean," Poe said as he stood up from the bed. He pulled his shirt up and over his head, the muscles of his abdomen rippling and nearly making Rey miss what he said next. "Ben, you should go first – as long as that's okay with Rey." He moved on when Rey didn't respond immediately, chuckling as he realized she was staring at him. "I know how much it would mean to you to be her first," he directed at Ben.

Ben growled again, but offered no reply other than a curt nod. He pulled himself out from underneath Rey, propping her up in a seated position as he stood up and joined Poe where he stood beside the bed. He gave his lover a swift, yet deep, kiss, reaching his hand low between their bodies.

Poe gasped against Ben's lips.

Rey was riveted by the sight.

Ben turned around to face Rey, and Poe wrapped his arms around the taller man, hand trailing down to play with Ben's hard length through his sweatpants. There was no denying that he was aroused, and his voice was rough as he addressed the woman before them on the bed.

"Rey, are you okay with me doing this? With me going first? It might hurt… I don't know if you know that, but now's the last chance to back out, or Poe can do this first… he might be gentler."

Her eyes drifted over the front of both their pants. She'd heard that if a man were smaller, that it would hurt less for the woman. Though she could tell that Ben was certainly very well-endowed, Poe wasn't much less so; not that she could tell through their pants. She found herself blushing as they caught her openly staring, light smiles pulling at their lips. Perhaps Ben meant that Poe was just gentler in bed?

Rey shook her head, though she wasn't quite sure at what. She swallowed and then tried to clarify with words, for her sake and for theirs. "I'm fine with you first, Ben… as long as Poe is. If that's what you think is best." Poe nodded. Rey continued in a rush, "My doctor told me it might hurt less for me since I'm so active." She blushed and then glared preemptively at the two men. "Yes! I asked. I wanted to be prepared. I like to know everything going into things…"

Ben chuckled as he moved towards her, leaning over to place a finger against her lips. "It's fine, sweet girl," he said gently. "As long as you know what you're getting into. As long as you don't want to back out. You don't, do you?"

Rey violently shook her head.

"Good," Ben said, then stood up and pushed down his pants to puddle at his feet. He stepped out of them, turning to Poe as the other man stepped out of his own pants.

They were a sight to behold. Rey had never seen a fully naked man before… not in person. She and Lana had found their way to accessing some rather risqué holovids over the last few years, and she'd seen drawings in anatomy texts, but this… this was something else entirely. For one thing, there were two naked men in front of her, and for another… they were all for her.

Her eyes skimmed their trim forms in their entirety, taking in every bit she could. She lay back on the bed languidly, rolling her head to the side so that she could continue to stare as Ben took Poe in his arms and plundered his mouth. There was passion there, and familiarity, and Rey felt undeniably privileged to witness it.

And then Ben turned around and bestowed her with a fierce smile and she was lost all over again. She had no idea why she'd felt so insecure earlier – these were her two best friends, and they loved her and she loved them, and it just felt so right.

Rey smiled back and opened her arms, lifting them invitingly towards Ben. "I want you," she stated confidently. "I want both of you," she continued, glancing over Ben's shoulder at Poe.

"I think we can manage that," Poe joked as he made his way over to the bed. He sat down near the pillows and then reached over to tuck an errant strand of Rey's hair behind her ear. He bent down and kissed her on the forehead. "Can I get behind you, like how Ben just was?" he asked.

In response, Rey sat up and scooted forward so that Poe could tuck himself in behind her, propped against the headboard. He pulled her back, though he pushed her down a little lower on the bed until her head was resting on his stomach and her hips were flat against the mattress. Rey could feel his hard length against her shoulders and neck, and she squirmed against it in delight at the feeling of it, velvety against her skin.

Poe sucked in a breath and Ben teased, gently, as he lowered himself down on top of her and Poe, "Rey, if you keep that up, he's not going to last any longer than I will."

"I don't know how much longer I'll last, at this rate," Rey whined, though she stilled beneath the touch of Ben's hands on her hips.

Ben angled his hips so that he could brush his tip against her clit and through her wet folds. Rey whimpered, looking down the length of her body at where he was touching her. She realized that Ben was speaking, and struggled to focus in on his words. "…nice thing about women is that you don't need to last. You can come again… and again… and again…"

"Provided you have the right partner," Poe breathed, just loud enough for her to hear. Ben only huffed a laugh in response.

"You're both such fucking teases," Rey grumbled, her hips instinctively lifting towards Ben, only to have him grip her hips and push them back down again.

"Rey! Such language," Poe laughed. "You hardly ever cuss."

"Today's a special occasion, because you are teases! I want you inside of me, now. I can't wait!" Rey said with great impatience.

Poe ran his fingers along her arms in a soothing caress, though Ben just smirked at her and didn't move. "I like seeing you like this; so demanding. You've always been a stubborn little thing, but this… this is a turn on. And to know it's all for us…" At the last, he leaned forward, placing one hand on either side of Poe's legs, where he was cradling Rey against him. He looked down and angled his hips enough that he slipped the first inch of himself inside of her.

He and Rey both groaned.

"I'm going to do this quick, okay? I know you said your doctor said there might not be much pain, but it's better to go quick once I get to that point." He sounded like he was barely in control, and Rey found she liked this side of him very much.

She met his eyes and nodded.

Slowly, he pushed further into her. Rey felt her eyelids flutter but resisted the urge to close them, instead keeping her eyes on Ben's. Finally, a few inches in, he stopped. She was just about to ask him what the problem was when he tensed and then suddenly thrust forward, as far as he could go, until he was settled all the way to his base inside of her. She felt a very brief flash of pain, nothing more than if she had cut herself shaving, and then it was gone. All that was left was the uncomfortable sensation of her insides stretching beyond what they were used to, but as time passed and Ben kept himself still, the discomfort abated.

Poe's fingers had made their way to her breasts and he was softly stroking circles around her nipples. Rey felt something click inside of her and she just let go, twitching her hips upwards against Ben's. His eyes widened and then shut as he groaned.

"I'm okay, I'm better than okay, just… please," Rey whispered.

Ben gave in.

He pulled back slowly and then thrust in again, Rey meeting his hips with an instinctive thrust of her own. She moaned, closing her eyes, and let her head fall back fully against Poe, whose hands were sending shooting sensations down to her core from her breasts. Ben picked up the pace until he was sliding in and out of her quickly, practically pulling out entirely before thrusting back in to the root.

Rey's hands, which had been firmly gripping Poe's knees, found their way to Ben's torso. She couldn't keep her hands still after that, trailing them along his muscles, skimming them through his hair, touching his nipples – oh he definitely liked that – and marveling at the fact that men's nipples could harden just as much as a woman's… She just couldn't keep her hands still.

Suddenly, though, she found herself clutching his shoulders, nails digging deep into his skin as she struggled to catch her breath. A flare of intense pleasure had her seeing stars, and she gasped for air. "Oh… oh!"

"Looks like Ben's still got it," Poe joked, though he sounded nearly as desperate for air as Rey did, and his hands were gripping her breasts tightly. The sharp pain from the pressure on her nipples, coupled with whatever… that was, down there, had her nearly keening.

Ben slowed down, but kept the angle just right so that he could hit that spot deep inside of her, the one that made her see stars and sent waves of heat through her body until she felt like she was about to burn up. "What… what –" Rey couldn't find the words.

Ben still knew what she meant, and he leaned down so that he could nuzzle between her breasts, Poe's hands stopping for a moment to caress Ben's face. "It's a special spot women have," he whispered against her skin as if it were some big secret. "You like it?"

Rey blinked and nodded desperately.

"Good," he said, then pulled back again to thrust back into her, angling to find that spot he spoke about, once more.

Soon enough, he found it, and Rey was gasping for air again. Ben's breathing sounded just as labored and his movements were becoming increasingly erratic. Rey felt like she was caught on the edge of something big, something fulfilling, something great… but she just couldn't find the strength to get over that edge to the other side…

Suddenly, Poe reached between her and Ben's bodies and pressed the pad of his thumb against her clit, pushing against it, and Rey went straight over the edge, screaming. Her nails scratched down Ben's back as her insides clenched around him, her entire body going rigid. She was barely cognizant of the fact that Ben had thrust a final time into her tight core, coming undone moments after she had started to come, her body milking him as he shuddered above her. The sensation of his hot seed inside of her was so indescribably good, that she nearly came again just from focusing on it.

She'd known about this aspect of biology, but to feel it… she hadn't known it would be so arousing.

Rey panted, slowly coming down from her high, letting out a small whimper as she felt Ben slip from inside of her, wetness coating the inside of her thighs and pooling beneath her. She was so sensitive, but she felt insatiable… she wanted… "More," she gasped out.

Ben leaned forward and kissed her lips, smiling against them before pulling back. "Who'd have thought you'd be such a little vixen?" he teased as he angled himself off of the bed, holding her hands away from him as she tried to clutch him to her. "Lucky for you we're not done with you yet."

With that, he lifted her up in his arms, his muscular arms having no issue with pulling her skinny frame up off of the bed. She heard the covers rustle beneath her, indicating that Poe was adjusting himself on the bed, but she closed her eyes and tried to steady her breathing. Her entire body was tingling still, though nowhere near sated. She'd never imagined it could be like this.

Ben angled her around in his arms and lowered her back onto the bed. Poe's hands skimmed along her legs, helping to pull her where they obviously both wanted her. She opened her eyes and saw that they had arranged her body so that she was straddling Poe's hips, with Ben straddling his legs behind her. He was holding her back against him, skimming his hands over her body, kicking her nerves back into high gear. She hummed happily as she looked into Poe's eyes, feeling her insides clench at the mere sight of the desire for her that she found in them.

But… "Shouldn't I clean up a little first?" she asked, suddenly embarrassed as she felt the stickiness drying on her inner thighs. She was wet down there still, though with more than just her own arousal.

"Fuck no," Poe bit out quickly, at the same time as Ben pinched one of her nipples and exclaimed, "No!"

Rey squirmed on top of him, rubbing against his erection inadvertently. "Okay… I was just worried you'd be grossed out and wouldn't want to do this like –"

She cut off with a strangled sound as Poe gripped her hips and then thrust upwards at the same time as he pushed her down with his hands. His ferocity and passion was something she'd only caught glimpses at before, when he was flying, but never in such an up close and personal way… and never with such an edge of eroticism to it.

"No," he repeated again as he pushed Rey up again by the hips. "No, it's hot, seeing my lover's essence all over you." Rey gasped as he thrust her back down, and also at his words. She'd never imagined he'd talk like that, but it was exciting.

Ben's hands covered Poe's where they rested on her hips, and he helped establish a rhythm, moving Rey up and down Poe's length. Rey leaned her head back on his shoulder, and he pressed tighter against her body from behind, his cock only half-hard against her ass. She reveled in brushing against it as she was pushed up and down on top of Poe.

Quickly she found her own rhythm and Ben and Poe stopped guiding her movements. Poe left his hands loose on her hips as he stared up at her with hooded eyes, and Ben's hands started to drift back up to her breasts, pulling at and tweaking the peaks and sending a rush of wetness straight to her folds.

"Carajo, she's so wet, mi querido," Poe moaned, thrashing his head from side to side on the pillows. Rey thrilled at that, her inner walls clenching involuntarily – he seldom slipped into his first language, and she had gotten him to do so.

"I know," Ben murmured, just loud enough for the other man to here. "Oh stars, I know." He cupped Rey's breasts with both hands, leaning down and kissing up the side of her jaw.

Rey's inexpert pace stuttered for a moment before she found it again, clumsily lifting herself back up and then back down over Poe. On her way down, she tilted her hips forward accidentally, but shuddered as she ground her clit against the base of Poe's cock. "Oh!" she exclaimed, eyes going wide. "Oh!"

Poe grinned up at her, shakily. "Yeah?" he asked, curious.

"Yes," Rey panted, dropping herself forward over him until her palms rested on either side of his head. She angled her hips so that she could push the little bundle down against his body as she stroked up and down on him, experimenting with angles, pressure, and lengths of strokes. All of a sudden, she felt another orgasm rushing over her, shooting up from her toes to consume her whole body. She was only able to say "I'm –" before she was coming, this time silently, her entire body shaking with the force of her pleasure.

"Oh fuck," Poe groaned, gripping her hips with his hands and thrusting up and into her as she lay on top of him, his pace increasingly quick and frantic. Ben was still behind her, smoothing his hands over the quivering muscles of her back and thighs, his palms feeling oddly cool against her overheated skin.

She could only lay there, a boneless heap, as Poe thrust hard up into her, arching his back as he came deep inside of her. He thrust a few more times, weaker and weaker each time, until he dropped his arms from her body, finally lying still, whispering words to her in his native tongue as he soothed her sweaty hair back from her face before falling completely silent, quieting his hands where they rested on her head.

After a few moments of just lying there, listening to each other breathe, Ben wrapped his arm around her waist and lifted her off of Poe, only to pull her down onto the bed so she was between both men. She was on her back, eyes dazed, breathing deeply. She had one leg flung across Poe's thigh, idly tracing a pattern across his hipbone with her fingers. He hadn't moved an inch, still lying on his back as well. Ben curled against her side, his head resting against hers and his own leg angled over Rey's nearest leg.

Rey felt messy, used, and sore… but she felt so indescribably happy as well. She couldn't believe this had happened – that she was lying here in her best friends' arms, on their bed, naked, after having just had the most amazing first time that she imaged any girl could ask for… and she had the promise that it would happen again.

She smiled to herself and let her eyes flutter closed. She was exhausted, but also content and she just wanted to drift off to sleep now, warm and safe and loved.

All of a sudden, a thought drifted into her mind. She didn't open her eyes as she murmured. "Hey guys… where's BB-8? I haven't seen him since I got here." Ben and Poe had gained some infamy on the base for accidentally leaving Poe's droid in some of the weirdest places when they were… 'distracted'. It was somewhat of a running joke among the Resistance, though Rey had always felt bad for the little droid.

"Oh kriff," Poe groaned, throwing one arm over his eyes.

Ben simply laughed, loud and long, hot against her ear, and Rey couldn't help but drift off to sleep at the happy sound. She just knew she'd get to hear that sound a lot more often, now.

She'd get to experience a lot more things, now.