Name: Lori R 2/02
Email: Gussywussy55@yahoo.com
Title: "And Then There Were Three"
Category: 3 Musketeer...Michael/Isabel/Max The action is M/F M/M/F.
Rating: NC17....please do NOT read this fic if you are under the legal age!
Disclaimer: These characters are owned by JKatims and UPN. I write about these characters for my enjoyment and no infringement is intended.
Summery: It's our 3 favorite aliens together what more do you want? Okay, yeah well that's here too;D
Feedback: Yes please, good or bad.

*********

Isabel sat in the lecture room of her Ancient History class half listening to her Professor drone on about the Greeks. Her focus as usual gravitated to Michael sitting in the seat next to her. He was drawing again like he did in every class he had.
"Who is that?" she whispered as she looked at the beginning picture of a woman.
"No one," replied Michael off handedly, turning the page over. He began to take notes which Isabel knew he did for show. Michael's retention of facts was amazing when it came to books, which is why his whole behavior just now of brushing off her inquire y about the drawing, and starting to take notes was odd. He had been avoiding her when he could and she didn't know why.

After class Michael was lost in thought as he left the lecture hall. Isabel tapped him on the shoulder and asked, "Are you going to class or eating lunch?"
Michael barely glanced at her as he replied, "Class. I've got to go Isabel, I'll catch you later." He turned in to the Arts building and left Isabel standing and staring after him, hurt and confused.

Isabel frowned as she watched him go. Sighing she headed for the benches under the trees and sat down, pulling out an apple and a water bottle.
She bit in to the apple, not really wanting it. Her mind was on Michael. Why was he being so cool to her lately? She went over in her mind what she could have done to upset him and could find nothing. She did know it seemed to start about the time that she and Jesse divorced, but she didn't know how that could be the problem.
"Hey Iz," said Max as he sat next to her on the bench.
"Max," she said quietly as she put her apple down.
"Not hungry?" he asked her picking up her apple.
"No. You can have it if you want."
Max looked at the apple before taking a bite and then asked her, "What's wrong?"
"Who said anything was wrong?" asked Isabel sighing.
Max tossed the apple core in the nearby trash can. Wiping his hands on the napkin Isabel had he said, "I know you Isabel and something is bothering you, so what is it?"
Isabel considered Max's words and then half turning to him asked, "Has Michael said anything about being upset with me?"
Max was surprised at her question and said, "No, why would you think he was upset? Did he say or do something to make you think that?"
Isabel shook her head and shrugged. "No... I don't know. He just seems distant when he is with me, like he wishes he was some place else."
"I think you are imagining it Iz. Why would Michael be acting that way?" asked Max not really concerned.
"I don't know, that's just it. I noticed after Jesse and I divorced that Michael started being a little cool towards me. I just wish I knew why," Isabel said thoughtfully.
Max put his arm around Isabel and said, "When Maria left him for New York he was hit hard. Maybe that's all it is. You just think it's you."
"Yeah, maybe," said Isabel as she lay her head on Max's shoulder. "I just wish I knew for sure."
"Well if it would make you feel better, I will feel him out and see what's going on," said Max giving her shoulder a squeeze then standing up.
"Come on, we have class," said Max pulling her to her feet and walking her to class.

Michael stood at his classroom window watching Max and Isabel walk away. He sighed. Turning to his easel he picked up some charcoal and began to draw.
"Mr. Guerin, your work is wonderful to be sure, but that isn't our model. Is it someone you are familiar with?" asked the instructor from behind Michael.
Michael shrugged, but kept drawing.
"It's just a girl," he said hoping his instructor would move on.
No such luck.
"Well if our model does not inspire you as the one you are drawing does, maybe yours would be willing to come in and sit for us. We are always looking for new subjects."
Michael paused in his work. "No, I don't think she would go for that. I mean doing this for me is one thing, doing it for the class is another."
The instructor nodded. "Well ask her all the same, and if she agrees then tell her to see me."
Then looking once more at Michael's work he added, "I like this piece of yours Mr. Guerin. I can't wait to see the finished product."
Michael nodded as the instructor moved on.
"Me either," he said to himself as he looked down on Isabel's face. "Me either."

*******

Max and Michael were sitting and watching the Lakers on T.V. when Max said, "So Michael, is there anything bothering you?"
Michael looked at Max and then back at the set.
"No, why?"
"Nothing to do with Isabel maybe?" Max asked.
Michael tensed and stood up. "I need a drink, what about you?" he asked as he headed for the kitchen.
Max frowned at Michael's obvious discomfort and his attempt to evade the question. Maybe Isabel was right.
He followed Michael to the kitchen and sat at the bar.
"Michael, you didn't answer me. Is there something about Isabel that's bothering you? Because she's noticed, and it's hurting her to know you don't want her around," said Max studying Michael's reaction.
Michael turned from the refrigerator. "I have to draw someone for my class and I need a model. I want to ask Isabel, but I'm afraid she'll say no," he explained.
"Isabel said she thought this had been going on since the divorce. That was a while back," commented Max.
"Well she imagined it," said Michael brusquely, heading back in to watch the game.
Max followed him satisfied somewhat with Michael's answers.
"Well ask her anyway, I bet she would sit for you if you asked her," said Max sitting back down.
Michael halfheartedly smiled and said, "Yeah, I will."
But he wasn't so sure she would be so eager.
Max picked up his jacket and headed for the door.
"I've got to go. I've got some things to do tonight since I have a full schedule tomorrow. Catch you later."
"Right," acknowledged Michael still thinking about Isabel and Max's suggestion to ask her to sit for him.
Maybe he would ask. She was his friend after all and this was just a class project and nothing more.
*******

Max stepped out of the shower and dried off, flinging his head so that water droplets flew everywhere.
Tossing the towel in the hamper, he used his powers to dry his hair then turned out the light. He climbed into bed and wrapped his arm around the woman next to him, kissing her on the neck as his hand slid up to caress a full breast.
"You were at Michael's a long time," said Isabel as she turned to face Max.
"Yeah, sorry about that," said Max as he began to kiss Isabel slowly.
Isabel moaned as she asked, "What did you two do?"
"Watched the game...talked...guy stuff," said Max between kisses on her neck and lips.
He pushed the sheet down to reveal Isabel's naked body, her form visible in the moon light shining through the window.
"You are so beautiful," he breathed, as he kissed his way to her swollen breast and began to suck a hardened nipple, teasing the nub with his teeth.
Isabel arched into Max's mouth as she ran her fingers through out his hair. "Maaaax..."
Max began his descent down her body, tasting and nibbling as each inch of her appeared under his hot mouth.
He smelled her scent before he placed his mouth on her dripping opening, drinking in her honey, his tongue delving deeply into her, swirling and caressing until she was begging him to stop, but her body was saying more. Isabel's hands positioned Max's head at her Ampex and she ground at him until she screamed his name and she fell limp.
Max grinned to himself as he licked his lips of her juices and kissed his way back up to her lips, letting her taste herself on him.
"I love it when you do that," she said, her breathing ragged as she struggled to regain control.
"I know you do," groaned Max as he felt her hand on his hardened member.
Isabel rolled on top of Max and straddled him, guiding him inside her with one easy motion. He was so big that he filled her to her core. Isabel closed her eyes
as she relished the feel of him deep inside of her.
She looked down at Max and they both closed their eyes and then opened them as they began to hum with the pleasure of being one.
Isabel rode Max with practiced ease knowing just when to stop and when to ride him hard without making him cum until she wanted him too. When she finally let him over the edge she came with him, the intenseness of their love making draining them until she slumped over him in exhaustion.
"You love being on top and in control like that don't you?" he asked as he caressed her back.
"Of course," laughed Isabel softly as she relunctuntly rolled off of him, feeling empty when Max fell from inside her.
Max pulled her into his arms and sighed as he closed his eyes.
"Max?" came Isabel's voice to him softly.
"Hmmm."
"Did you ask Michael...you know, about why he is upset with me?"
"He said he's not, that it is school related," said Max cuddling her to him and kissing the top of her head.
"K," said Isabel as she lay her head on Max's chest and closed her eyes, but sleep stayed away as Isabel craved Max again. Reaching down for his flaccid organ, it grew hard in her hand after just a few strokes.
"Isabel, don't you ever get enough?" teased Max as he rolled between her opened legs and slid into her.
"Never Max...not of you," panted Isabel as she thrust up to meet him, her legs clinched so that he drove into her and was held still.
"Isabel?" asked Max as he enjoyed her walls tightening around him, gripping him as she held him to her.
"I want you in me all the time Max. I want to feel this good forever," Isabel said as she kissed him deeply.
Max swelled at her words, and then came inside her as muscles clinched and he responded.
"Sorry," he said as he panted over her. "I couldn't help it. You were so tight and it felt so good that I just lost it."
Isabel touched Max's face and smiled softly up at him.
"It's okay, if I know that you and I can always be this way then I'm okay," she said as she felt him slip from her.
"Goodnight Iz," said Max as he held her.
"Night Max," she sighed as she fell asleep in his arms, both of them sated and happy.

*********

Michael wrung his hands nervously as he waited for Isabel to open her door, jumping when she finally did.
"Michael! Come in!" said Isabel happily.

Isabel was surprised to see Michael since she was just thinking about him. She loved him just as much as Max, and it broke her heart that he had not been close to her lately. Sitting by him in class was something she relished since he had put this wall up between them.

Michael made his way to the sofa and sat down then got right back up. This wasn't going to be as easy as he thought.
"I'm glad you came by Michael. I was beginning to think I had done something to make you mad with me," said Isabel still not sure that wasn't the case.
Michael shook his head.
"No, I'm not mad at you. I've just been busy and all. Look, I came to ask you a really big favor and I will understand if you say no," Michael said.
"Well sure Michael, I'll help you if I can," said Isabel. "What do you need?"
Michael decided to bite the bullet and take this head on.
"I need a model for my art class and I would like you to do it," he said quickly as if he would back out if he didn't say it all right then.
Isabel felt a rush of pleasure that Michael wanted her to be his subject. Then she had a thought.
"Am I your last choice? No one else to ask?" she asked trying not to sound hurt if she was.
"No...you were my only choice," Michael told her honestly.
"What?" she asked softly, yet pleased.
"That's sort of why I've been avoiding you. I've got to do this for class and you are the only one I could think of that I would like to draw. But there is a catch," he told her knowing she had to be told.
"What?" she asked sensing she might not like it.
"It's a drawing of the natural human form," he told her calmly looking her in the eye, but inside he was a bundle of nerves.
Isabel's eyes widened. "Nude?" She barely got the word past her lips as her mouth went dry and her body began to flush.
"You don't have to do it Isabel. I could use the model in class to be honest, but....I can't seem to draw her quite right," he told her.
"Naked...nothing on at all?" she asked him as she moved to stand by the fireplace, her back to him.
"Uh yeah, that's why it's natural," he told her as he mentally prepared himself as he felt her decline coming.
"I don't think so Michael!" Isabel said, rolling her eyes and blushing.
"Yeah I figured you wouldn't do it, but I had to ask. Like I said I can't seem to get the girl in class right, and I thought maybe you would help me. You've always encouraged me to stay in school and stuff so I thought..."
"Frontal or what?" she suddenly asked. Her fingers flew to her mouth. Why did she ask that? Was she seriously considering this?
Her hands and more grew damp at knowing that Michael would be seeing all of her.
Michael blinked as he stared at her and then cleared his throat before saying, "Yeah, it's frontal. I understand you don't want to do it, I--I just thought I would ask."
Isabel felt a small thrill come over as well as nervousness at knowing Michael would be drawing her naked if she said yes. Why was she feeling this way? It was for his class nothing more, so why not? That she would be spending hours with Michael alone didn't hurt either. Turning to him and taking a breath she said, "Okay Michael, I'll do it."
Michael tried to hide his surprise, but failed.
"You will?" he asked her, suddenly nervous that she had agreed. He had never really expected her to say yes.
"Yeah, I'll do it. When do we start?" she asked really nervous now that she had agreed to do this.
"N-now would be okay if it is with you. I've got my stuff at my place so we can go there now if you want, but don't feel that you have to do this. I mean you can back out if you want," he told her.
"You don't me to do it do you? You just asked me because you felt guilty didn't you?" asked Isabel suddenly not sure of things.
"No! No, I do want you to do it...really, I just...well I just don't you to be uncomfortable doing this is all," he told her, hoping she wouldn't back out now.
Isabel smiled slightly, relieved. "Okay then let's go to your place," she said as she grabbed her purse and headed for the door.
"Yeah okay, said Michael dumbly as he followed her out and shut the door. What the hell had he gotten himself into?

*******

"Am I going to just strip?" Isabel asked as they walked in to Michael's apartment.
"No, you can wear a robe to start with," Michael told her as he closed the door and threw his keys down.
"Do you still have a robe in the bathroom?" asked Isabel as she put her purse down and shoved her hands in her pockets nervously.
"Huh yeah, it's there. Check behind the door," he told her as he watched her. He couldn't believe they were really going to do this.
"I'll go get my stuff set up," Michael said giving her time to change.

Isabel stepped into Michael's bathroom and closed the door. Spying the robe where Michael said it would be, Isabel then began to unbutton her shirt. She wandered over to the mirror and spoke to her reflection, "Am I crazy for doing this?" Then answering herself Isabel said, "Yes you are, but you just have to get over the fact that your friend is getting ready to see you naked and do what you agreed to do."
She finished undressing and put on the robe before opening the door.

Michael finished setting up his charcoals and canvas then sat down to wait, his legs bouncing up down with nervousness. He had planned on doing Isabel as a subject from me memory, but he only knew her body from his dreams and he wanted it to be right. Ever since she and Jesse had divorced and he and Maria had split, he had been having dreams about Isabel and he wasn't sure why. So he had decided to draw her, get her out of his mind that way, but it had backfired and he thought about her all the time. He had tried spending time away from her so the dreams would end, but that had caused her to be hurt and the dreams had intensified. So now he was just going to draw her and get it over with and hopefully that would take care of it. He also hoped that it didn't hurt their friendship.

Michael looked up as the door opened and Isabel stepped in to the room wearing his robe. He stood up and swallowed, as he thought she looked sexy as hell and envied his robe. Where had that come from, he wondered shaking his head to clear the unsettling thought out.
Running his hand through his hair he said, "Um, why don't you lay back here. I've got everything all ready," he instructed her as pointed to the the couch.
"You want me to take the robe off now?" she asked him reaching for the ties.
"What? No! N- I mean...we'll get to that okay. Let's just do this slow," said Michael breathing raggedly.
Isabel moved to the couch and sat down. "You'll tell me what to do?"
"Yeah."
Michael came over and placed his hands on her shoulders and helped arrange her the way he had envisioned her in his dreams. He partially opened the robe at the top, making sure not to touch her, and then he sat down and began to work.
After a bit he said, "Okay um...let the...let the top slide off," he told her and then almost dropped his charcoal when she bared her full breasts for him.
He was staring, he knew he was, but he couldn't help it, she was just...wow! His dreams didn't do her justice.
"Is this okay?" she asked him nervously. She could feel herself blushing under Michael's gaze.
"Yeahhhhh...huh yeah that's great," he said as he struggled to pull his attention back to his work.
"You need a break?" he asked her much later.
"No, I'm okay," she told him.
"Let me know when you get tired," he told her. Then after a moments pause he said, "I'm ready for you to take the huh, robe off now."
"Oh okay," she said before standing up and with a slight hesitation she dropped the robe and stood before Michael totally naked.
She lay back down and looked over at Michael.
"Is this the way I was?" she asked him.
Michael's jaw had dropped down so far that he knew it was touching the floor. Isabel's body was beautiful. She had firm high breasts, a narrow waist, rounded hips, and what was a huge surprise to him, a neatly shaved mound. Gathering his wits about him, Michael shrugged. "I-I just need you to put your hand back over ...yeah like that," he said as she moved her body back the way it had been posed.
Michael began to draw furiously, his hormonal energy being poured into his art.
Isabel watched him as he feverishly worked.
She admired the way his brow furrowed and he bit his lip as he concentrated. And she admired the bulge he was obviously trying to hide from her. She found herself wondering how it would feel inside of her.
She could feel herself growing moist, could smell her own scent. She shifted slightly and drew his attention.
Michael looked up from his canvas as Isabel moved.
"Need a break?" he asked her as he was finally able to stand without embarrassment.
"Yeah thanks," she told him as she stretched. Michael choked as he reached for the robe to hand to her.
"Are you okay?" Isabel asked as she drew on the robe and stood.
"Fine," Michael said as soon as he was able.
"So is this what you've been drawing in class?" asked Isabel.
"Yeah, but it wasn't quite right, but now...now I think I have it," he said nodding. "Thanks for helping me," he told her as he looked at her.
"You're welcome," Isabel said, pleased she could help him despite the situation.
"Well it's time to get back to work," said Michael as he stood up.
"Okay."
Isabel took off the robe and lay back.
"I think I'm going to go for another pose just to be safe," said Michael sitting by his canvas. "Just change positions."
Isabel moved her body about, but Michael frowned.
"It's not right. Move your leg up...now put your hand right ...no not that far...just up to....no."
"Michael, I don't know what you want, I'm not a mind reader!" said Isabel in frustration.
"Fine! I'll pose you myself!" said Michael standing up and going to her. He stopped and looked down at Isabel's naked form and wondered why the hell he wanted a second pose. He would have to touch her and he didn't want to do that or he might lose it.
"Well?" asked Isabel as she looked up at him. Her gaze fell and came even with Michael's crotch, the bulge very apparent to her. She knew she was making a wet spot on the couch and hoped he didn't want her to move from it or she would be so embarrassed.
Michael sighed and then leaned down to bend her left leg up slightly and the right one slightly out. His senses were assailed with her musky scent and it was turning him on like nothing ever had. He swallowed and tried to focus as he moved her left arm just over her breast, and the right one to rest on her thigh near her mound. He her gasp and saw her body begin to flush as he touched her. His hand grazed her the side of her breast and it undid them both.
The warmth of her skin and her scent attacked his senses. Before he knew what he was doing his hands were covering her globes, caressing and teasing the nipples before his mouth descended on them, sucking the nipples until she moaned with delight.
"Michael," she whimpered as his hand slid down to where her legs had opened allowing him access to her sopping slit.
His fingers slid easily inside, the sucking noise and her moans the only sound heard.
Isabel pulled at Michael's shirt and soon it was discarded. Her hands went eagerly to his waist, unzipping and releasing the hard organ inside. She pushed the pants down and Michael stepped out of them after kicking off his shoes.
He moved over her and lay between her spread legs, his hand withdrawing from inside of her to be replaced by his stiff cock which slid with ease in to her.
They sighed in unison as he moved inside of her, stroking her, plunging deeply with each movement.
She locked her legs around him to drive him deeper inside of her and met his thrust with her own.
They stiffened and gasped as each reached their own peak, crying out as their aliens orgasms rushed over them in rolls.
When they were spent, Michael moved off of Isabel and sat up.
"I can't believe we just did that! I don't know what came over me!" he said shocked at his own behavior, yet amazed at the intensity of the act.
"Are you okay?" he asked her concerned that he had hurt her.
Isabel lay silent for a moment pondering his question, and then nodded.
"I'm fine."
"Isabel, I-I'm sorry. I never meant to...to," he couldn't finish or look at her.
"Michael, I'm okay. I'm great in fact. That was wonderful," she purred.
"Isabel!" Michael said shocked.
"What? You can't tell me that wasn't good?" Isabel said as she traced a path along his thigh.
"We had sex! You and me! That was not supposed to happen!" said Michael unnerved by the whole thing.
"But we did and it was good Michael. True, I never meant to have sex with you either, but we did and I'm not sorry."
He looked over at her. "You're not?"
"No. You're my friend and it was great sex, if anything I wouldn't mind doing it again. I shocked you," she said as his eyes widened.
"Hell yes! Where is this coming from? This isn't like you," he told her, but he felt himself getting hard again at her words. He wasn't kidding anyone, he loved being inside her and wanted to be there again.
Isabel sat up and kissed his shoulder before saying, "I think I'm a nempho."
He burst out laughing as she grinned up at him.
"It will change things between us Isabel," said Michael.
"Maybe, all I know Michael is that I want you inside of me again...now."
And that's what Michael gave her, the two oblivious to the man watching from the back door, his heart breaking and jealously rising.

***********

Max sat in his car staring out at nothing, his minds eye seeing only one thing. Isabel and Michael on Michael's couch thrusting at one another.
He could hear them so he knew it had just happened today, what he didn't know is why Isabel craved him? She had said he was all she needed so why go to Michael?

Max drove home and opened the door to find Isabel heading for the bathroom.
"Max! How was your day?" asked Isabel smiling as she came to kiss him hungrily on the mouth. "I've missed you," she purred at him, as she ran her fingers lightly on his neck.
Max took her arms from around him.
"I saw you at Michael's Isabel. I saw what you two were doing. How could you?" he asked her.
"You... you saw us?" Isabel asked hoarsely. The pain she saw on his face was almost more than she could stand.
"You and Michael were screwing your brains out! I only caught the first act and part of the second, was there any more?" he asked her crossing his arms.
Isabel felt as if he had slapped her. "Max..." she tried to explain.
"You screwed Michael!" Max shouted.
"And you're jealous. Max, I love you and Michael and would never do anything to purposely hurt either one of you. I don't know what came over me, but I had to have Michael just like I think I will die right now if I don't have you inside me."
"Isabel!" Max said shocked at her admission. "What's going on?"
Isabel slumped down on the sofa her head in her hands as she said, "I don't know! I just need and want both of you. It's like a craving or something. I feel like I will die if I don't have you both. Max, please don't be jealous and make me choose."
"Does Michael know about us?" he asked as he sat beside her.
"No, why would he? And I don't see you going to him and telling him that since we are adults and not related, we have started having sex."
Isabel put her arms around Max's neck and kissed his lips. "Max, please." She ran her fingers down his chest as she nibbled at him.
He was melting under her charms and knew he couldn't deny her. He loved her too much.
Isabel stood up, and then taking Max's hand led him to the bathroom. She began to undress him, running her hands under his shirt and pulling it over his head, and then yanking down his zipper and pants in almost one motion in her eagerness to have him. Her hand settled on his hardening cock and gave it a gentle squeeze while sucking on his lip. Releasing both, Isabel stripped off her robe and stepped into the shower. Turning to Max, she asked, "Coming?"
Yeah he was coming alright, in more ways then one. He stepped in the shower behind her and closed the door. Isabel immediately began to kiss and lick her way down Max's body stopping at his now fully erect member. She licked his length and its head, then opening her mouth wide she hungrily sucked him in, taking his length as far as she could.
Max clenched hands full of Isabel's hair as he sighed and began to pump into her mouth as the warm water sprayed down on them. Isabel's mouth played havoc with Max as she teased him and gently tugged his balls. "Oh gawd Isabel!" he shouted as he emptied into her mouth.

The door of the shower was yanked open as Michael stood there staring at Isabel on her knees gulping Max down. "What the hell?" he said feeling shock, as Isabel stood up, her lips glistening with Max's cum.
"Michael! What are you doing here?" said Max as he moved in front of Isabel.
Max and Isabel had not heard Michael's knock or their names being called while they were in the shower.
Michael shook his head and left the room, a dripping Max and Isabel grabbing towels and following him.
"Michael what are you doing here?" begged Isabel as she grabbed his arm.
Michael whirrled on her. "You're doing Max too?"
Max and Isabel looked at one another and then at Michael. "We can explain Michael," said Max hoping they could.
"Okay so explain," said Michael crossing his arms.
"Well it's like this," began Max.
"I like having sex with Max and since we aren't related why not?" jumped in Isabel.
Both males stared at her. "Why don't you just throw it out there Isabel, don't hold anything back," said Max closing his eyes and shaking his head. But at Michael's next words he opened his eyes.
"So was I a fling or do we switch out?" asked Michael eyeing the two.
"What?" asked Isabel unsure she had heard him correctly.
"You heard me," said Michael grinning smuggly.
Isabel sat down. "Wait, are you trying to say you aren't upset and that you are willing to 'share me'?" she asked.
"That about sums it up. That is unless you two are more than just bed partners." He hadn't thought of that.
"I love Max and he loves me, but I love you in the same way. We just get a bonus from it that the sex is great," said Isabel.
Both males couldn't believe that Isabel was so forward in all of this. It was so unlike her.
"So do I get her now since you were with her in the shower?" asked Michael.
"Wait, what?" asked Isabel startled.
"No, it's still my turn," said Max moving near Isabel.
"I'm not a turn," said Isabel looking at her two lovers.
"Hey, you're the one who said you wanted both of us," reminded Michael.
Suddenly Isabel grinned. "Yes I did and I meant it. Both of you get me...together."
"What?" the males exclaimed.
"It's every woman's fantasy to have two men at once and now I get to live it out...if you two are man enough," she said wickedly.
Isabel dropped her towel and walked seductively to her room with out saying another word. She knew their eyes were on her so she added some extra swing to her hips and disappeared in to her room.
"Max..." began Michael glancing at Max.
"Yeah I know," said Max giving Michael a quick look then he dropped his towel. Michael began to strip off his clothes, and they took off after Isabel with only thought in mind.

Isabel reclined on the bed stroking her breasts, smiling when the two now naked males entered the room.
"Took you longer than I thought," she said smiling up at them as they climbed onto the bed with her.
Isabel reached out and ran a finger along Max's chest as she pulled Michael's hand to her breast.
Michael lightly pinched her nipple and caressed her swollen globes as he began to lick her shoulders and collar bone.
Max took Isabel's mouth with his own as his hand went down to her mound, and his fingers slid inside her already sopping passage.
Michael rolled Isabel to her side and slid inside her from behind, his penis making contact with Max's fingers while he stroked in and out. The added touch of Max grazing his cock made Michael all the more excited.
Isabel moaned and gasped as Max and Michael sent her to the edge, but not quite over with their touch.
Isabel grasped Max's engorged organ and began to pump him, her tongue dancing with his when she wasn't gasping for air.
Max hissed at her warm hand gripping him, pumping him. He could feel Michael's hardness as it pumped into Isabel and he thrilled at the feeling until he felt himself tighten.
They came together, Michael exploding in Isabel and Max on her.
Then they lay in each others arms, stroking each other as their hearts slowed and their bodies cooled.

"I can't believe the three of us just did that," said Max as he remembered Michael's penis grazing his fingers repeatedly while both were in Isabel.
"I know, it was great," sighed Isabel contentedly.
"Yeah," agreed Michael with satisfaction.
"I thought I might be jealous since I was before, but I wasn't. It felt good," said Max.
"Max, seeing me with Isabel earlier well that was not something we planned. I was drawing her and ..."
"That's not what I was talking about," said Max without thinking.
"Then when? I've never been with Michael before today unless you count the dreams," said Isabel confused.
Max realized what he had said, and running a finger over Isabel's nipple and explained, "Remember when we were younger and you two were in the bathroom when Mom walked in on you?"
All of them thought back to that day...

Isabel had been walking past the bathroom when she heard a moan which she realized belonged to Michael. Knocking on the door she asked, "Michael, are you okay?"
"Go away!" called Michael, but another moan followed.
"Michael! Open the door!" called Isabel alarmed.
"Go away Isabel!" Michael yelled through the door.
Isabel had used her powers to open the door and had found Michael sitting on the toilet with his pants around his ankles. He threw a towel over his lap and yelled for Isabel to get out, but not before Isabel had glimpsed his penis standing hard and proud out before him, fluid pearled on the end.
"Michael! Oh my gawd, what's wrong with your thing? Let me help you!" cried Isabel as she sank to her knees before him and tried to remove the towel.
"Isabel get out!" yelled Michael as he struggled to hold the towel in place.
"Michael let me help!" cried Isabel still trying to grab the towel.
Neither heard the footsteps coming rapidly up the stairs.
"Isabel Amanda Evans! What do you think you're doing?" screamed Diane as she quickly pulled Isabel to her feet and out the door to her room.
Max stood in the hall staring at Michael sitting on the toilet with a towel over his lap, Michael's face flaming as he used his powers to slam the door.

"She gave me the sex talk. Thought I was going down on Michael. I was just a kid!" said Isabel remembering.
"Dad gave one to Michael and me," said Max. "But I remember seeing you on your knees before him and wondering what was going on and have feelings of wanting to know."
"I was embarrassed and angry that Isabel had caught me yanking myself," said Michael remembering the feelings, and Isabel's and Max's faces after he had been caught.
"Who was your first kiss?" asked Max of Isabel.
"Max," Isabel and Michael both answered.
Max and Isabel looked at Michael who was blushing.
"Michael?" asked Isabel.
Michael and Max exchanged looks.
"I was asking Isabel," said Max.
"Yeah I kinda realized that too late," said Michael.
Isabel looked between her lovers and asked, "You mean you and Michael..."
"Yeah...yeah we...experimented when we were younger," clarified Max.
"Like how?" asked Isabel intrigued.
Both men looked away and then back as the memories surfaced.
"Kissing...touching...sucking," said Michael.
"When did all of this start?" asked Isabel amazed she hadn't known.
"The day you were caught in the bathroom," said Max.
"After we were given the talk, we talked about girls and not knowing what to do with them and how we felt about our bodies. We checked each other out and one thing led to another and we..."
"Wow," said Isabel stunned, yet turned on. "So like how long did this go on?"
"I don't know...about a year I guess. Then Michael discovered girls, and I guess their parts were more interesting," he teased. "I was a late bloomer myself to the attracation to girls."
"I can't believe I never knew," said Isabel shaking her head, her hands moving to her lovers lower extremities.
Both males hissed as Isabel's hands closed over them.
"I'm hungry," purred Isabel low as she rolled on to Max and rubbed her mound against his now engorged member.
Her breasts hung heavily on his chest, the nipples grazing him as she writhed on top of him.
He turned her over and in one motion entered her, thrusting hard and deep causing her to gasp at the sensation he caused.
Michael's own penis swelled as he watched Max plunge over and over into Isabel and then suddenly turn her over to enter her from behind. Michael started to touch himself, stroking his length as he imagined being the one to be inside Isabel. Then he began to notice Max's muscles rippling as he pumped Isabel. Max's ass was taunt as he thrust and Michael wondered if it was as tight as Isabel's ****.
Before he could change his mind he moved behind Max using his own cum for lubricant he placed his penis at Max's opening and thrust hard.
Max felt pain and hissed as Michael entered him, the shock of what was going on catching him off guard.
As the pain subsided Max began to enjoy the feel of Michael inside of him. The feeling of being inside someone while someone else was inside of you was new to Max and he liked it.
Michael couldn't believe how tight Max was. Max was clinching and unclinching and it was driving Michael wild. Being inside Max while he was inside Isabel was mind blowing to Michael. He pumped Max harder, his rhythm matching Max and Isabel until all three came.
Michael pulled out of Max and Max slid from Isabel until all three lay in a mixture of arms and legs on the bed.
Max spied Michael's cock near his head and remembering the saltiness of him, began to tongue his shaft.
Michael didn't know who had their mouth on him, but he was loving it. He rolled onto his side and opened his legs, the mouth taking more of him in and to nibble his balls too.
Isabel rolled over near Michael's head and sighed.
Michael could smell Isabel's scent and opening his eyes he saw her shaved puss near his mouth. Not able to resist he flicked his tongue out her slit, eliciting a moan from her, and causing her legs to open in an invitation. Michael gripped her thighs and
eagerly placed his mouth on her, eating his fill of her spicey nectar, his tongue plunging deeply into her, twirling and flicking. He worried her nub with his teeth and traced under her hood with his tongue until she screamed his name. That's when he knew whose mouth had him, he came in Max's mouth until nothing was left.
"****!" said Michael as he sat up.
"I couldn't resist," said Max sheepishly.
"You always did have a mouth on you Maxwell," said Michael appreciatively.
"You both do," said Isabel sitting up.
Michael glanced at the clock. "I've got to go. Work in an hour." He got up and stretched then looked at the two on the bed. "It was different."
"That it was," agreed Max.
"It was fun," said Isabel snuggling next to Max.
"I'll catch you two later," said Michael as he leaned down to kiss Isabel, then as an after thought he kissed Max as well, then headed out of the room.
"So are you still jealous Max?" asked Isabel as she kissed his chest.
"Nope, just really, really content right now," he said closing his hand over her breast.
"So content you can't play anymore?" she asked him.
"Never too content for that Isabel," he said as he kissed her and they made love again.

End