Title: "Fantasy"

Author: Uke

Rating: M – For extreme sexual situations.

Pairing: Ryo x Johan x Judai (Zane x Jesse x Jaden)

Genre: Lemon

A/N: Ah, yet another request~ I want to get all of my requests out of the way before I actually work on my own fic ideas. But lately it seems like all of the requests I've ever gotten are lemon requests!! xD Hm...I guess I just write really good pr0n. v_v; Anyway, this request was from x-YourWorstNightmare-x, and it's the second threesome lemon I've ever written. I tried my best with it so I hope x-YourWorstNightmare-x likes it, and all of you do too!! I always get so nervous when it comes to posting smut. X_x; I apologize for any OOC-ness that may occur in this story.

Warning(s): This story contains YAOI (BOY x BOY in SEXUAL situations)!!!! It also contains a LEMON meaning that there will be DETAILED SEX!! There's also cross-dressing, and mild cursing. Please DO NOT read if any of these things offend you. You have been warned.

Disclaimer: I do not own Yugioh GX, Yugioh, or any of the related characters. This story, however, completely belongs to me.

"Judai, WHAT are you wearing!?"

Ryo's mouth hung open slightly as he stared at a brunette dressed in a far more seductive version of the Osiris Red girl's uniform.

Judai's skirt was far shorter than it should've been, and underneath the skirt was a pair of frilly red and black panties. The skirt was so short on Judai, that the panties were visible if the brunette made any type of movement. The shirt of the uniform was much tighter than normal too. The outline of Judai's slender body was showcased perfectly under the fabric. It wasn't just that which caught Ryo's attention, but also the shirt itself was extremely short. It exposed Judai's whole stomach and naval area. On his feet were red leather boots that went up to his knees, and in his hair was a single red ribbon, tied behind his bangs cutely. His arms were nearly covered with long, red, fingerless gloves that made the uniform more complete.

Judai giggled, and twirled, posing in a way so that the skirt would ride up more. "Don't you like it, Ryo-kun? I think I pull it off way better than any of the girl students do." With his sentence he laughed, but Ryo wasn't even able to take in the joke. No, he was more focused on how perfect Judai's ass looked in that skirt, and how adorable Judai's chest looked through that shirt. Just by looking at the boy gave the bluenette all sorts of images in his mind, as well as a hard-on that formed the moment the smaller boy walked into the room.

"I think you look pretty, Judai-chan!" Said Johan from the bed with a smile. He was swinging his legs back and forth, looking as happy as ever. Being normally naïve, he wasn't experiencing the same reactions as Ryo from seeing his best friend and boyfriend in the outfit. In his mind, Judai just looked precious and downright adorable.

Ryo cleared his throat as a pathetic attempt to make the crude images of the brunette leave his mind and he looked away in order to distract himself. "Y-yeah, you DO look pretty..." Pretty was an understatement. Judai looked fuckable. Shaking his head, he looked back down at Judai with a twitch. "But can I ask you again why you're wearing that? And why is it so REVEALING?"

Judai laughed again before bouncing over to the bed, to sit beside Johan. He crossed his legs slowly to give Ryo a flash of his panties for just a second. "Because, it wouldn't be as cute if it wasn't this revealing." Was Judai's simple answer. "Besides, you're making a lot of funny faces, Ryo-kun!!" Judai laughed, showing his innocence as Johan joined in, thinking this was all some kind of new game.

"Can you blame me?" Ryo said, glaring slightly. "Look at what you're wearing!!" Judai made a fake pout and uncrossed his legs again, setting them in front of himself, his knees just the right space apart to give Ryo a clear view up his skirt. "Aaw, does that mean you don't like it, Ryo-kun? I thought for sure you would..."

Ryo twitched again, averting his eyes to anywhere other than between Judai's legs. "I n-never said that..." Realizing this was a battle he was going to lose; he sighed and then sat down on the bed, on the other side of Judai.

"And this innocent act is gonna have to go..." Mumbled Ryo, just to Judai. "You're not fooling anyone." Judai grinned and poked Ryo's cheek. "I have NO idea what you're talking about!!" He said, in a rather loud voice. "You're being silly, Ryo-kun!!" Ryo sighed and looked away, getting a blank face. "Of course I am..."

Johan watched the two and tilted his head to the side. He never really understood things like this.

The three boys were seated in Johan's Obelisk Blue dorm. Ryo's room had been bigger when he was still in the school, but he had graduated three years prior. However, the tallest of the three would still come back to the school occasionally for visits, and now with his heart condition, most of the time would have to be spent in the school's infirmary.

However, though not as big as Ryo's, the room was big and very colorful. Johan had a slight obsession with rainbows, even his deck being filled with Gem Beasts, so everything in the room seemed to be bright and nothing was any shade of gray or black.

"Judai-chan, Ryo-kun has a point... Is there a reason why you're wearing that skirt? Chu don't usually dress like that!! You're a boy!" Judai looked up at Johan, "I have my reasons." He said with a grin, "Let's just say its part of a fantasy I had for a really long time." Johan blinked with confusion, "Fantasy?" He asked, "What fantasy?" Judai put a finger his mouth, "It's a secret. For now." He threw in a coy smile at the end of his sentence.

Johan tilted his head to the side again and then looked up at Ryo. "Ryo-kun, do you know what Judai's talking about?" Ryo sighed, making a forced attempt to stare directly ahead and not at Judai's outfit, "Yes, unfortunately. And I have that same fantasy as him..." Judai giggled with Ryo's words and bounced up and down on the bed slightly, "Hah, I knew it!! And that's exactly why I chose THIS outfit!!"

Johan began looking horribly confused. "I don't understand!! Am I supposed to wear an outfit too? What's your fantasy, Judai-chan?" Judai smiled, "No, you're fine the way you are, Johan. You ARE part of my fantasy, though." Johan blinked, "I am?" The brunette quickly nodded, still smiling. "Of course you are! You and Ryo both!"

Johan paused, looking like he was deep in thought. "But what fantasy could involve Ryo-kun, Johan, and Judai-chan? I don't understand!" Judai sighed but then begin moving closer to Ryo. He leaned his body against the bluenette's and trailed a finger up his chest, while moving close to his neck. Ryo shivered when he felt Judai's breath against his skin, and gasped when he felt Judai kiss his slightly, his lips just barely grazing against him to tease him. He leaned up and whispered into Ryo's ear. "I want to be dominated...by the two hottest people I know. I want Ryo and Johan-kun to take me..."

Ryo twitched for what seemed like the millionth time in these past few minutes. His mind was completely fogged with ways he would do Judai, and his straining erection was the only thing he could focus on relieving. He couldn't stand it anymore and with a quick movement, he lifted Judai's chin, leaning in to capture the brunette's lips in a heated kiss.

Judai paused for just a second, but quickly adjusted, wrapping his arms tightly around Ryo's neck, in turn making his shirt rise up more. Ryo's tongue entered into Judai's mouth, and the two boys battled for dominance, as Ryo quickly began to win. Ryo's hands trailed up Judai's back, completely up the boy's shirt, feeling the soft skin that was there.

Johan's eyes widened as he watched the two boys making out beside him. They were a threesome couple, so he was used to seeing the two kiss, but this was a different kiss than usual. There seemed to be some other emotion in the air, and Johan just wasn't getting it.

Breaking the kiss caused Judai to pant, as a very lustful look began showing in his chocolate brown eyes. "What are you two-?" Johan asked, looking up at the two questioningly. Ryo smirked as he laid Judai back on the bed. He leaned over to Johan, kissing his forehead while still smirking. "Watch what I'm doing to Judai. You'll understand right away." Johan nodded as Ryo quickly set off to do his work. He leaned over Judai and began nibbling on his neck, feeling up the front of the boy's shirt to earn small gasps and moans from the boy underneath him. Johan watched in silence for a moment before he slowly began to understand.

Johan may have been naïve and innocent, but he was no virgin. His biggest sexual flaw was that he never thought of things of this nature, which made him difficult to turn on. However, when put in a certain situation, he would always know exactly what to do. Slowly, Johan began to smirk. "So Judai wants both Johan and Ryo? That sounds fun..." Gently, he turned Judai's head to the side and leaned in to kiss him slightly roughly on the lips. His tongue explored the brunette's mouth, as Judai moaned into him.

As the two boys were lip-locked, Ryo continued working on pleasuring the brunette's body. His mouth continued to nibble and suck at Judai's neck, as his hand lifted Judai's shirt completely, exposing his chest in its entirety. His hands moved along Judai's nipples, feeling them harden under his touch. He kissed his way down Judai's neck, on his collar bone, and then moved his lips downward, taking one of the brunette's nipples into his mouth.

Judai broke the kiss to gasp and as he did, Johan moved downwards as well. Copying Ryo's actions, Johan took Judai's other nipple into his mouth, hardening it further with a light suck.

Judai began clawing at the sheets as he moaned, blushing slightly from the feeling alone. Both bluenette's sucked and nibbled on the sensitive areas of his chest, both pulling free at the same time to lean up and kiss each other. They moved up with a smirk and Ryo quickly lifted Judai, holding him tightly from behind. "Keep your shirt up..." He instructed into Judai's ear, and Judai did what he was told. He lifted his shirt up with his hands and took the end of the fabric into his mouth, making sure it would stay up no matter what the two boys did to him.

As Judai remained seated with Ryo holding him, Johan kissed down the boy's chest, spreading his legs as he did so. He lifted Judai's skirt which was barely necessary with how short it was, and smirked at the bulge he found in Judai's panties. Without wasting any time, Johan began to rub over the bump hard, causing Judai to moan again, his teeth clenching down on the fabric of his shirt.

Ryo held Judai closer, his arms wrapped tightly around the boy's chest, smirking at the feeling of the rise and fall of his rapid breathing. Johan continued to rub, which caused Judai to squirm from the pleasure, making a whimpering sound as he looked down at his lover. "Why are you moving around so much?" Ryo asked, his voice in a sexy whisper. "You're the one that wanted this so much weren't you?" Judai quickly nodded, moaning again and dropping the shirt from his mouth when he felt Johan's hand slip into his panties. "I c-can't...I c-can't help it..." He breathed out.

Johan raised Judai's hips a bit, to slowly pull his panties down and off, and quickly grabbed onto the boy's erect member. Judai cried out, as Johan's skilled fingers teased the tip. "Do you want more, Judai-chan?" Looking up at the boy with more of a smile than a smirk. Judai nodded again, moaning out with slight frustration, "Y-YES!! Johan!! Ryo!! PLEASE!"

The two boys were quick to heed Judai's pleas, and Ryo's hand moved down Judai's body to also grab onto his erection. He began moving his hand up and down slowly while Johan's head stayed down, licking at the tip. Judai moaned louder now, squirming against Ryo as his threw his head back onto Ryo's shoulder.

The two continued for a moment before Ryo slowly released his grip on Judai's body as well as on the teen's member. Judai whimpered and continued panting against him as Johan looked up curiously. "Ryo-kun?" He asked while Ryo smirked. "Judai said that he wanted us to take him...we shouldn't prolong that any further." Johan smirked and sat up, kissing Judai on the cheek as he removed his own shirt, Ryo quickly doing the same. "Who should go first?" Said Johan, as he trailed a finger down Judai's chest.

Ryo pat Johan on the head. "I'll let you go first." He looked down to Judai and leaned in, inches away from his lips. "Get on your knees, Juuchan." He whispered in his most seductive voice, "I have something that you're going to do to me too..."

"N-nngh," Was Judai's only reply, too desperate to say anything coherent. He immediately did as he was told, getting on his knees and spreading his legs for Johan who was already positioned behind him. Ryo began unzipping his pants as he released his erection from them. "Judai, I want you to pleasure me while Johan takes you…"

Judai looked up at Ryo, "P-pleasure you…?" He repeated, though he knew very well what Ryo meant. Before he could pry at the idea further, he felt something hard enter into his body as the tip of Johan's erection started to slide into him. "A-AAH!" Judai's eyes widened as his hips trembled slightly from the sudden intrusion. With a smirk, Johan grabbed hold of Judai's hips tightly to keep him balanced as he slowly pushed himself into the brunette further, his breath becoming more rapid as he did so.

Judai closed his eyes, moaning at the feeling of Johan's hardened member slowly making its way into him, barely hitting the spot he so wanted to be touched. Reaching down, Ryo lifted Judai's face to remind him of his duty. He smirked, "Hurry, Juuchan…I don't want you to get too distracted…" Judai couldn't answer at this point but instead raised both of his hands to grab onto Ryo's erection. With this position, Judai was forced to keep all of his weight on his knees without any help from his forearms to help with the balancing. He knew very well that this would turn into a struggle as soon as Johan began thrusting into him faster and harder and for some reason just the whole idea of what was to come excited Judai more.

Judai licked the tip of Ryo's erection to prepare it before sliding it into his mouth. He sucked on the tip as his hands played with the base, moaning unconsciously from Johan's teasingly slow movements. Johan gave Judai's hips a light squeeze, leaning over him to whisper sexily into his ear. "Come on, Judai…you could do better than that. Make Ryo-kun feel really good and I'll let you get satisfied too…" With his words, Johan also gave Judai a hard thrust, causing the brunette to cry onto Ryo's erection. With this new determination, Judai's head started moving downward, taking more and more of Ryo into his mouth. Ryo was the largest out of the three, and fitting his erection into his mouth was always difficult and needed to be taken slowly if he didn't want to gag.

As he pushed forward to stimulate Ryo further, Judai began to suck on it hard, licking at all the sensitive veins he found on the underside of Ryo's erection. Ryo moaned as he used his hands to keep Judai's head gently down, patting his soft brown hair with encouragement. Feeling more confident, Judai started to raise his head upward before pushing down again, the sound of his sucks being heard each time his skilled tongue lapped down Ryo's erection. His head moved up and down slowly, in time with Johan's thrusts, not wanting to take any of this too fast.

Seeing Judai adjust allowed Johan to know he was ready for more. Sliding backwards again so that only the tip of his erection was still in Judai, he began pushing down hard, directly hitting into a sensitive bundle of nerves deep within Judai's body. Judai's eyes widened and he moaned out loudly, sending shivers of vibrations up Ryo's erection. Judai wanted to scream, but with Ryo still in his mouth he knew it was impossible. Johan aimed his thrusts into that certain spot again and again, his thrusts speeding up when he heard Judai's desperate moans becoming louder.

With each time Johan thrust forward, Judai's whole body was pushed forward as well, forcing his head down further onto Ryo's erection. He was deep-throating the taller of the bluenette's now, and he skillfully tried his best to keep himself from gagging; only choking a few times. His whole body shuddered again and again as Johan thrust into him, and it took extreme amounts of self-control to stay up on his knees and not collapse right then and there. Ryo's moans became a little louder as well and his hands began closing on Judai's hair, pulling it very lightly out of instinct, but not enough to hurt him.

Johan's thrusts didn't cease. Still holding onto Judai's waist tightly with one arm, he brought his other hand to the front of Judai's body where he grabbed hold of Judai's swollen member, tightening his grip and moving his hand up and down fast in time with his thrusts.

Judai's eyes widened; this was too much for him to take. The feeling of Johan's penetration as he skillfully hit into him again and again, his hand on his erection, and the feeling of Ryo's shaft just barely hitting the back of his throat caused waves of pleasure to surge from Judai's member to the rest of his body. And in an almost electrifying feeling, he came, moaning out loudly on Ryo's member.

Hot, white fluid coated Johan's hand as some sprayed onto Judai's own chest, dirtying the front of his uniform shirt. Shaking off his hand he held onto both of Judai's hips again, thrusting into him hard and fast a few more times before he felt himself finish as well as he came into the brunette's tight and hot body. Feeling Johan pushing Judai's head forward caused Ryo to reach his climax at the same time, as he too came, Judai attempting to swallow all of his seed as some spilled out the sides of his mouth.

Slowly Johan pulled out of Judai as Ryo did as well, holding onto the boy so he wouldn't fall. Judai panted hard, as Johan wiped his mouth for him, kissing him lightly on the lips. He smiled slightly, "Did you feel good?" Judai could barely answer as he stared up at Johan, his eyes glistening. He slowly nodded, feeling his face flush from the climax he just endured. Johan lifted him up further, taking him from Ryo and held him tightly against his chest, as Ryo leaned down to kiss the brunette's cheek and neck until he slowly regained consciousness again. Judai was still panting, but a seductive smirk slowly formed on his face. "Mm…can Judai have more now? I can take it…"

Ryo laughed slightly as he fixed the ribbon in Judai's hair with a smirk, "Oh I know you could take it, and I'll be happy to give it to you. It IS my turn now…" Ryo looked to Johan who responded in a nod, knowing exactly what to do now. Still holding Judai, Johan moved to behind him, gently laying the brunette down so his head was rested in Johan's lap. Also moving, Ryo positioned himself to between Judai's legs, spreading them a little more as he did so and raising them a bit so his erection could prod directly at Judai's entrance.

Reaching over Judai's body, Johan grabbed a hold of the boy's wrists, holding them together tightly (but definitely not tight enough to hurt him) and pinning them over his head. Ryo leaned in, kissing Judai lightly on the lips before smirking. "Are you ready?" Biting on his lower lip in anticipation, Judai quickly nodded. "Y-yes!! Hurry!" With one quick thrust, Ryo entered himself into Judai's body, slowly pushing himself all the way in. Judai was used to being penetrated by both of the bluenettes, so he needed no time to adjust. However, his breathing immediately became rapid as he moaned, pushing his hips forward so Ryo could move into him even deeper.

Still smirking, Judai slowly moved his legs up around Ryo's waist, in turn pulling the bluenette closer and tightening himself around Ryo's erection. Ryo's eyes widened as he gasped, the hot tightness of Judai's body gradually increasing. "Does that feel good…Ryo-sempai?" Judai purposely added the "-sempai" to Ryo's name, to intensify the fantasy of himself being a cross-dressing school boy. "N-nngh…s-so tight…" Ryo responded, as he panted slightly. Watching the whole event, Johan smirked down at Judai before looking up at Ryo. "Judai-chan is such a naughty little boy!! I think that you should punish him, Ryo-kun."

Smirking, Ryo allowed his fingers to slowly grasp around Judai's swollen member that was already starting to leak pre-cum. "Punish him…? What a perfect idea, Johan…I'll show him exactly how little boys in his situation are supposed to act. He began moving his hand up and down teasingly slow, his thumb playing with the head of Judai's erection. He leaned in, and whispered directly into Judai's ear. "I'm going to make you scream so loud…" A blush swept across Judai's face at the older boy's words, and before he could think of a response, Ryo began thrusting into Judai's body fast and hard, deliberately missing the boy's sensitive spot by centimeters. His hand gained more pressure on Judai's erection, and continued moving up and down at the same exact speed of his hips. Judai immediately began squirming around, pulling on his wrists that Johan were holding in some sort of attempt to regain control. He desperately tried to move his body so Ryo could satisfy him the way he wanted, but all of his attempts were completely futile. Johan kissed Judai's cheek and held onto his wrists a bit tighter.

"No, no, no…" He said playfully, "You were the one acting so naughty to Ryo-kun and I. Now you have to endure your punishment!" Judai's fists clenched and tears of pleasure started to form in his eyes. He moaned out loudly, desperately, crying out Ryo's name with each and every thrust. "P-PLEASE…!! M-MORE!! I-!!" Smirking at Judai's incoherent sentence, Ryo began hitting into Judai even harder, still missing the boy's spot completely to tease him further. His finger rubbed along a sensitive part of the brunette's erection, earning another loud and pleasure-filled cry. "What was that, Judai? If you want something you're going to have to say it clearly…I can't understand you…"

Sobbing from both pleasure and frustration, Judai looked up at the bluenette desperately, his eyes large, both begging and pleading the taller boy without any words. "PLEASE…I W-WANT IT…I-I WANT IT SO BADLY…R-RYO-KUN, GIVE IT TO ME!!" "Aaw, Juuchan…" Johan whispered, kissing the boys hands when hearing his beg. Ryo too, twitched at the boy beneath him, fighting the urge not to snuggle him from just how adorable he looked. "…Fucking…cute…" He mumbled, shaking his head to bring himself back into the mood. "How can I resist your begging…I'll give it to you, okay? Don't worry…" Judai breathed out a silent "thank you" as Ryo immediately started pounding directly against his sensitive spot. Judai threw his head back against Johan, the green-eyed boy smiling when he did so while he brushed Judai's hair out of his face.

"You're really close, aren't you Judai? Go ahead…cum for us. We want you to feel really good…" Johan said, kissing and caressing the brunette's face as he did so. Ryo grabbed onto one of Judai's legs with his free hand and lifted it up, pounding against his spot even harder. Judai moaned louder, practically screaming now. "RYO-KUN!! JOHAN!! I'M CLOSE!! JUDAI'S REALLY CLOSE!! I'M ABOUT TO-!!" With only a few more thrusts, Judai screamed even louder, reaching his climax suddenly, releasing onto Ryo's hand and torso. Ryo only needed a few more thrusts into the smaller boy before he too climaxed again, making sure to release every last drop of his seed into the smaller boy.

Quickly he pulled out of him, Johan also letting go of Judai's hands to stare at the boy who was panting hard on the bed, tears of pleasure staining his flushed face, cum sticking on various parts of his body. Ryo held Judai's face, kissing his lips, cheeks, and forehead to make sure he was okay. Johan raised Judai's upper body up, holding him tightly and feeling his warmth. "Judai…?" They both asked, "Are you alright?"

Slowly, Judai's eyes fluttered open, making a slight moan as a sign that he was okay. He stared up and Johan and Ryo and slowly began to smile, though still looking dazed. "That was…fun…" He said in a sleepy voice, causing Ryo to chuckle. Johan smiled brightly, "I'm glad that we made you happy!! That IS what you wanted us to do, right?" Judai slowly nodded, "Uh huh…that was exactly what I wanted…even more than that… You guys did well." Ryo couldn't help but sneak in another kiss on Judai's lips again, "And you felt really good?" Judai blushed slightly, looking away while he slowly nodded. "Y-yeah…I felt really good…" Johan and Ryo smile at each other and Ryo leaned out his hand to pat Johan on the head. "Let's get him tucked in and comfortable. He looks really knocked out."

Johan didn't even need to be told twice before he got up to pull out one of his larger frilly shirts from his dresser. He gently undressed Judai out of the uniform, putting the panties he was wearing earlier back on and pulling the shirt over Judai's head. The shirt looked adorable on Judai though it was far too big, falling off of the brunette's shoulder cutely. Kissing Judai's forehead, Ryo set the boy down so that his head was rested comfortably on the pillow. He pulled the blankets up to Judai's chin, tucking him in and then lay beside him, his head rested on his hand. "Are you comfy now, Juuchan? Tomorrow if you have any carpet burn I'll put lotion on you too." Judai blushed just from how loving the two older boys were and nodded, "I'm fine…" He said with a smile, "Thank you so much you two…I love you both so much…"

Judai's words caused the bluenette's to smile as they both leaned down to hug Judai tightly and protectively on either side. "We love you too!!" Johan said in a cheerful voice, "We really do…" Added Ryo as he leaned in for a kiss on the cheek. "Now, you go to sleep, okay? You definitely need some rest after all of that." Judai giggled and nuzzled against the bluenettes. "Okaaaay." He giggled once more before slowly closing his eyes.

"If you think I need to rest up now, wait until you hear about my OTHER fantasies!"

-END-