Author Notes: Hello again, everyone! Here's the third and final chapter of this story. It's been some time since I last wrote a het M rated scene, let alone a threesome so thank you for your patience! Enjoy :)

- Chapter Start -

It was the best night of Yoruichi, Kisuke and Tessai's lives. Yoruichi, in particular, felt like the cat who had gotten the cream and the canary.

After all, how many females could boast of being the subject of wholehearted adoration and attention by not one lover, but two?

Kisuke and Tessai's kisses were admittedly untried, but their earnest attempts and shy smiles held a charm all their own. Besides, Yoruichi knew they would both become confident and experienced lovers soon enough, so she resolved to just enjoy tonight. She also decided it was easier if they just adored her first since they might not know how to proceed with each other.

They had lived together for a century without anything happening, for Kami's sake!

Accordingly, she exchanged several open mouthed kisses with each man in turn, arching her neck in silent invitation to explore her smooth skin, jaw, throat and ears, sensitive even in human form. She made sure to give as good as she got, one hand caressing a smooth shaven chin and luxuriant moustache, and the other a stubbled chin and smiling lips. Then she progressed to touching broad shoulders and muscled arms, fingers dipping inside bathrobes and delighting in warm skin and toned chests.

After a while, she took it a step further, loosening the sash of her short yukata and letting the silk garment slide off her shoulders to pool at her elbows and waist. As expected, both men immediately froze, their attention now riveted to her exposed breasts. Tessai, not having seen her unclothed since they were children, made a startled sound, pink cheeks flushing a deep pink as he stared avidly at her.

"Don't be shy, boys," Yoruichi purred, taking hold of both their hands and guiding them to her chest. "You may each have one to - ooh!"

To her surprise, Kisuke gave her right nipple a tiny pinch, and Tessai gave her left one a little flick; both at the same time. Then they started exploring her generous breasts with single minded curiosity and attention - cupping them, caressing the smooth skin with calloused fingertips, and rolling the puckered nipples.

Smiling, Yoruichi leaned back, supporting her weight on her elbows. She tipped her head back, eyes sliding shut just before two heads lowered to her chest; one blond, one dark. Then warm lips closed around each nipple and tugged.

"Ahh!" Yoruichi's head snapped forward and she stared down at the heads of the two men adoring her, her mouth an 'o' of surprise.

Wait.

Weren't these two supposed to be untried?

Innocent?

Inexperienced?

They were expertly seducing her without being taught; suckling on her sensitive nipples, laving them with their tongues and nibbling on them with their teeth.

Yoruichi's breathing turned shallow as familiar curls of tingly pleasure travelled along her veins and imploded in her tummy, making her muscles quiver in anticipation. With a moan, she collapsed onto the futon, her arms unable to hold her weight. Instead, she speared trembling fingers through their hair, tightening her grip at a particularly sharp nip from Tessai, his moustache tickling her sensitive skin.

Kisuke raised his head and smiled down at her, grey eyes filled with newfound knowledge, lips pink with the effort of gaining them.

Tessai raised his head as well, glasses fogged and a little crooked on his nose, looking equally elated and guilty.

Yoruichi felt her heart turn over in her chest.

"Oh, boys," she crooned. "Don't stop now."

They grinned at her and at each other, and then they swooped down in unison, lips parting.

Yoruichi gave a little panting scream as their mouths found their targets. Her back arched and she gripped their hair, her hips wriggling madly on the futon. She should have known their learning curve was accelerated!

In fact, she was already slick between her thighs... and they hadn't even touched her anywhere else!

Eyes closing again, she didn't see the sly hand moving to her side, a thumb and forefinger closing over one end of her sash and gently pulling it free. When her yukata fell open, baring her completely, that same hand slid over her flat stomach and headed downwards. It cupped the soft mound between her thighs, thumb at the top of her curls and fingertips barely grazing her wet folds.

Yoruichi's eyes snapped open as her right nipple was released with a wet, succulent sounding 'pop'. Kisuke was looking down at her with bright eyes, his hand utterly still between her quivering thighs.

Watching.

Waiting.

Wanting.

Exhaling softly, Yoruichi smiled and canted up her hips in silent invitation. Kisuke's lips twitched in reply before trembling fingertips began tracing the outline of her nether lips, moving from top to bottom and then up again, circling a few times until - almost by accident - grazing the dainty bud at the top.

Yoruichi inhaled sharply, hips jerking in reaction. Kisuke's smile widened and he looked down to see what his fingers had encountered.

Tessai released her other nipple and raised his head, eager to watch this new development. Seeing his flushed cheeks, Yoruichi smiled at him.

"Feel free to explore, Tessai," she invited and let her knees fall open, chuckling as his eyes widened in shock behind his glasses.

"Yoruichi-dono!"

- o -

The next few minutes passed in a blur of sensual delight for all three of them. Kisuke and Tessai were quick learners, being familiar with the female anatomy in theory, if not in practice. They took their cues from Yoruichi's sighs and moans, from the jerking and thrusting motion of her hips, and from the way her fingers tightened on their hair when they decided that tongues were better than fingers.

They were so right.

Unless it was a combination of tongues and fingers, inside and out, making her squirm and pant on the futon. Her belly grew tight with anticipation, limbs trembling and core getting slicker.

"Enough," she panted at last, tugging on her two lovers' heads to pull them up. "Fill me already, one of you!"

Kisuke and Tessai sat up, their hair mussed and lips shiny. They looked at her and at each other, uncertain frowns chasing away their triumphant smiles. Then Tessai took a deep breath and nodded.

"You first, Urahara-dono. Please," he said, his voice hoarse.

Kisuke's gaze darted to Yoruichi and then back to Tessai, lips forming an eager, nervous smile.

"Tessai-san, are you sure...?"

Yoruichi groaned, her body quivering and ready. Quickly, she traced a contraceptive kidou spell over her abdomen.

"Boys, I don't care who gets me first, just hurry up!"

Kisuke and Tessai shared a grin at that and shrugged off their bathrobes in unison, the latter also shifting out of the way.

Kisuke was more than ready himself, his erection proud and jutting, topped with a rosy, glistening head. Ignoring the admiring looks from both his lovers, he moved between Yoruichi's spread thighs and crouched over her.

He kissed her first, slow and sweet and deep, and then he straightened up and positioned himself between her nether lips. Slowly, he started pushing into her.

Yoruichi sucked in a deep breath at the delicious stretch, eyes half lidded and back arching. This may be Kisuke's first time, but his watchful gaze - taking in her every reaction and learning every second - and his superb control belied that fact. He didn't rush nor did he pause until he was fully sheathed within her, and then he stared down at her, eyes bright and chest heaving.

"Yoruichi-san," he breathed, closing his eyes briefly on a little shiver before smiling down at her, gaze hot and adoring. "You feel so good."

"Oh? Sorry you didn't get me sooner?" Yoruichi couldn't help teasing, slanting a smile at Tessai to include him.

They both nodded fervently.

"Oh yes - ahh!" Kisuke broke off, breath hitching when Yoruichi rolled her hips, drawing him even deeper, knees rising to hug his hips.

"Then get on with it," she urged, back arching again when he pulled out halfway before surging in once more.

It didn't take more than a few thrusts for them to find a smooth rhythm, Kisuke bending over her, arms straight at first, and then bent with his forearms resting on the futon on either side of her head.

Yoruichi stared into those intense grey eyes, dark with passion as the tension continued to build inside her. He was moving faster now, hips angled to stroke her sensitive bud with each thrust. Rejoicing at how intuitive he was, she gripped his forearms and let herself go, crying out as her body spasmed and convulsed around his.

Kisuke sped up, his thrusts getting more and more erratic until he groaned and she felt warmth flooding her insides. Then he slumped onto her, their bodies still joined, face buried in her neck and hot breath buffeting her skin.

Laughing softly, body still quivering with aftershocks of pleasure, Yoruichi ran her palms down his damp back. She reached out a hand to Tessai who took it and pressed a fervent kiss to her fingertips, eyes dark, and erection stiff and leaking.

"That was wonderful to see, Yoruichi-dono, Urahara-dono," he declared.

"Thank you. But it's even more wonderful to experience, Tessai-san," Kisuke said, still somewhat breathless as he straightened up and carefully slid out from Yoruichi.

- o -

It was indeed.

At Yoruichi's urging, Tessai stretched out on the other futon, hastily snagging a corner of his discarded bathrobe to wipe his fogged up glasses. His breath caught in his throat when Yoruichi straddled his hips, a naked goddess with a mischievous smile on her lips.

Without a word, she started to take him inside herself, her body tight and hot and wet. Tessai had almost come earlier when he witnessed his two lovers peaking in each other' arms. He felt that same tightening in his body now with Kisuke watching them, his gaze hot and adoring.

Swallowing hard, Tessai breathed a prayer to hold out, especially when Yoruichi was finally sitting directly on him, pert buttocks pressed against his thighs.

"Ready?" She said and smiled down at him, eyes twinkling.

Licking his lips, Tessai started to shake his head, but she was already moving and he choked instead, clamping down hard on the instinctive urge to buck his hips upward. Yoruichi leaned forward and he cupped her breasts with shaking hands, teasing the puckered, reddened nipples with calloused thumbs.

"Oh, Tessai," Yoruichi purred. She leaned down to kiss him, hips stilling until Tessai groaned a protest into her mouth. Then she laughed, straightened up and started moving again, faster this time.

Tessai's entire body snapped rigid at once, legs straight and tendons standing out in his neck, muscles bunched and trembling. Sweat ran down his temples and he breathed in harsh pants as he fisted his hands in the sheets.

Yoruichi's eyes gleamed with approval for his fortitude as she impaled herself again and again, enjoying every inch he had to offer. She glanced sideways at Kisuke, sitting seiza pose on the other futon with one hand curled around his still hard length.

"You'll just have to await your turn, Kisuke," she teased with a coy smile.

"A-apologies for making your w-wait, Urahara-dono," Tessai panted out, voice shaking.

Kisuke just grinned at him, grey eyes bright with mischief. He bent forward and before his two lovers could say anything, closed his mouth over Tessai's nearest nipple and sucked.

Hard.

Tessai's concentration shattered at once, hips jerking up in response, pulling a gasp from Yoruichi. He choked out a warning.

"Yoruichi-dono... I can't..."

Releasing his hold on the futon, he grabbed her hips, pulling her down as he bucked his hips up.

Yoruichi's cry of surprise merged with Tessai's shout as he came, body shaking with the force of his orgasm. He thrust upward again and again, mouth open and eyes squeezed shut, emptying himself inside his goddess before his arms fell back to the futon.

- o -

With a soft smile, Yoruichi leaned down to kiss Tessai before straightening up again. She arched an eyebrow at Kisuke, who looked both triumphant and awed.

"You couldn't wait, could you?"

"No, I couldn't," he replied. "My apologies, Tessai-san."

Dazed eyes blinked open and Tessai looked from Kisuke to Yoruichi.

"Yoruichi-dono, forgive me. I didn't... you didn't..."

"Come again?" Yoruichi completed his question with an innocent look that made him blush harder.

"Yoruichi-dono!"

Yoruichi gave a merry laugh.

"Don't worry. It's Kisuke's fault so let him finish the job," she said and swung her knee over. She kissed Tessai again before lying on her back beside him, parting her thighs and smiling up at Kisuke.

"Well?"

"Your wish is my command, Yoruichi-san."

Without hesitation, Kisuke moved to kneel between her legs. He placed the head of his weeping erection between her plump nether lips, glistening now from his and Tessai's emissions, and slid home.

"Kami," he groaned. And just like Tessai, who was now sitting up to enjoy the show, his expression was that of one who had died again and gone to heaven.

He leaned over Yoruichi, palms flat on either side of her head, looking down at her with a focus she found exhilarating. Then he started moving, deep and sure strokes that made her belly quiver.

"Oh!" She clutched at his biceps, knees going up to hug his hips. "Kisuke, where did you learn...?"

"My imagination, Yoruichi-san," he replied, words jerky. "Purely that and nothing more."

"If you say so."

"I do indeed."

Kisuke's grin faded as his movements quickened, going from smooth to erratic, the flush on his cheeks deepening. He leaned down, hands sweeping under Yoruichi's back, palms up and fingers closing on her shoulders. Anchoring her in place, he picked up the pace.

"Ah! " Yoruichi tipped her head back and stretched her thighs wider, allowing his body to rub against that very sensitive part of her.

Conscious of Tessai's eager gaze upon them, Yoruichi found herself peaking in seconds, crying out as her body convulsed for the second time. Kisuke didn't let up, thrusting even faster and harder until he came as well, calling out her name in a triumphant shout.

When he collapsed onto her for the second time, she cradled him close and felt Tessai shifting closer as well, bending down to kiss her forehead and then Kisuke's hair. Yoruichi curled an arm around their damp necks.

"My two boys," she murmured. "You've always been mine."

Tessai raised his head at that and nodded.

"Always yours, Yoruichi-dono," he vowed and looked at Urahara. "And always yours, Urahara-dono."

"Forever yours as well." Kisuke sat up and kissed both of them soundly.

Tessai dissolved the sound blocking barrier and the trio made themselves comfortable on the rumpled sheets with their arms and legs tangled together.

"Goodnight, you two," Yoruichi said softly, her body replete and humming in contentment.

Now that she knew how passionate they both were, she was looking forward to seeing how they would explore each other's bodies. Now that would be fun to watch!

- Story End -

A/N: Thank you for reading! Please leave a review if you enjoyed it, would love to hear from you :)