FEC,author's note:  i realize that there is an anachronism with it being the summer of 2001 and Justin still having his curls, but it's fan fic, so bear with me.  thanks.  Jenny
 

It had been an awesome show.  The 2001 Pop Odyssey tour was bigger and better than anything the guys had even thought about doing before, and each time I saw it, it blew me away.  For real.  So now it was late after a show and I was waiting for the guys to get back to the hotel.  It always took them longer to get out of the venues than it took me because they had to deal with millions of screaming fans and none of those fans knew who I was.  I was careful to stay out of the spotlight, and the guys thought that was great, as long as I could pull it off.  Actually they were pretty jealous.

The truth was, I was J.C.'s girlfriend.  We'd been together since just before the 2000 tour kicked off, and I'd been on the road -- but out of the spotlight -- with the boys ever since.  Each night as I wandered around without camera flashes popping in my face, I was grateful for my anonymity.

So yeah, eventually that night, the guys tumbled back onto our floor of the hotel.  I could hear the five of them through the closed door of my room.  "Joey totally almost split his pants tonight during "Pop," did you see that?" I heard Justin squeal over the din of the others.  "Did not!" Joey retorted.  "Did too!"  The banter was never-ending with the guys, but that was part of the fun.

I waited till the hallway was quiet before I slipped out of my room and headed down the hall to J.C.'s.  No one saw me, but still I waited till I was safe inside J.C.'s arms behind the locked door before I breathed a sigh of relief.  If anyone from the press knew I was up here with J.C., I'd been in big trouble.  My anonymity would disappear instantly.

J.C. felt me sigh and held me tighter to his warm, hard body.  "What seems to be the trouble, Melissa?"

I pulled back a little to look him over.  His new shaggy, frosted brown locks were messy and adorable.  Concern clouded his dark blue eyes, which made me smile.  He took very good care of me.

"Nothing now that I'm here with you," I answered, returning to his arms.  "You know I always worry that the press will catch me up here.  I don't stop worrying till I'm safe behind your door."

He held me tighter.  "Well, you're safe now."

"I know."

He whispered, "And it feels good to have you here," in my ear and then started to plant gentle kisses all over my neck.

"I know."
His lips eventually worked their way over to mine, and J.C. kissed me gently.  Watching J.C. on stage earlier -- the boy had moves like a god -- had made me sticky with desire, and I wanted more than these gentle kisses, but J.C. wasn't one to be bossed around.  He took his sweet time with me.  When his lips met mine again, this time his tongue found mine as well.  He placed his hands on my knees and slowly slid them up the insides of my thighs under my knee-length skirt.  They continued upward, and I drew in a quick breath.  His touch felt so good!  Once again J.C. was pulling me under his magic spell.  He kissed me harder as one hand snuck into my panties where he found me nice and wet and ready.  He noticed how wet I was and he cocked an eyebrow.  He broke our kiss and asked, "Didja like watching me tonight?"  I could only nod and whimper because at that moment his fingers found my clit.  He rubbed it in tiny little circles, making me ecstatic.  I was a heartbeat away from cumming when there was a knock at the door.

J.C. pulled his hand and his lips away from me, and we looked at each other in total panic. If it was anyone other than the guys in *NSYNC or their security, the people who knew me, we could be in big trouble.  We both knew how important it was for me to stay unknown.  Being there with J.C. was dangerous, we always ran the risk of being caught, but it always felt worth the risk -- until a moment like this one.  As I scrambled to hide in the bathroom, J.C. got up and answered the door.  At least we were both still dressed!

I closed the bathroom door as soon as I was safely inside, but my curiosity about who was disturbing us got the better of me so I pressed my ear to the door to hear what was going on.  This is what I heard:

"Justin!"  That was J.C.  I figured it was his best friend and band-mate, Justin Timberlake, and I was right.

"Hey, J.C.," I heard Justin ask in the delicious mix of his Tennessee/Florida accent.  That boy could melt butter with that voice, I thought.  That thought made me wetter, but I told myself it was J.C. making me wet, not his friend.  I could've come out of hiding at that moment cause Justin knew all about me and J.C., but I chose to stay hidden.  I was curious as to what J.C. would say about me.  Outside, Justin asked J.C., "Are ya busy?"

"Kinda," I heard J.C. reply.

"With Melissa?"  Justin was a quick boy.  I didn't hear J.C. say anything in reply, so I imagined that he made some gesture towards my hiding place.  I thought about coming out then, but my better judgment told me to wait a little while longer.  It was a good thing that I did, because next I heard Justin say, "Now I know that Melissa is delicious, J.C., but why do you wanna fool around with her when you could be with me?"  Interesting, I thought.  I pressed my ear closer to the door to hear more.

"She's my girlfriend, J.  What do you mean she's delicious?"

I wanted to know the answer to that question, too.  Though Justin occasionally starred in my fantasies -- he did have that to-die-for voice -- he and I had never been together.  I didn't think he was even interested.  Was he?

Justin answered J.C., "You know what I'm talking about.  She's hot.  Curves like that you don't come by every day, J.C."

"No, you don't, Justin.  What are you getting at?"

"It was a roundabout compliment to both of you."

"Then thanks, I think."

"You're welcome," I heard Justin say, then there was a lull.  I guess they must have just been speaking more quietly because the next thing I heard was J.C. saying, "Justin, I...  You what?"

Justin replied, "I love you."  That came across loud and clear.  Whoa.  Interesting, I thought again.

"You love me," J.C. repeated.  I think by this time he'd forgotten about me hiding in the bathroom.  "You love me?"

"Yeah, I do.  And I have.  For a long, long time.  I've been wanting to tell you..."  Justin's sultry accent dropped off.  Of course I wanted to hear more.

I heard J.C. say, "Really?" and I could see his cocked eyebrow in my mind's eye.

"Really," Justin replied.

"And you want me to pick you over Melissa?" J.C. asked.  Whoa, I thought once more.  Tough choice!  Before Justin answered, however, J.C. continued, "Can't I have you both?"

Their voices dropped off again and that was the last thing I heard said, but once again my curiosity got the best of me.  I opened the bathroom door as quietly as I knew how and did a total double-take when I saw what was going on.

The two *NSYNCers were kissing.

J.C. had his back to the door to his room, and his arms were around Justin.  It looked like Justin had pinned J.C. to the door, but it also looked like J.C. had no objections to what his friend wanted.  One of J.C.'s hands was lost in Justin's curls, and the other was planted on his friend's ass, pulling him closer and deeper into their kiss.  Justin's hands were doing similar things to J.C.  There was no doubt in my mind about the kiss they were sharing, it was one of true passion.  This, of course, rendered them oblivious to me.

I had never been as turned on as I was at that moment.  Without even thinking, I hiked up my skirt and pushed my hand down into my panties, rubbing my clit in circles just as J.C. had been doing to me minutes earlier.  I stood there, leaning against the door frame, watching J.C. and Justin kiss, all the while touching myself.  It was amazing.  I fought the moans that threatened to escape my lips as my orgasm neared, but in the end my pleasure beat out my common sense and as I came, I screamed with delight.

That broke the boys' kiss.  Justin whirled around, eyes wide, terrified that he had been caught, but J.C. opened his eyes slowly and looked at me, sticky-fingered, weak-kneed and panting, still leaning against the door frame of the bathroom, with a smile on his very-kissable lips.

J.C. didn't say anything, he just walked over to me and lifted my sticky fingers to those lips of his.  One by one, he drew my fingers into his mouth and sucked off all of my juices.  Justin stood there, eyes still as wide as saucers, watching us.  It was totally erotic.  When J.C. finished cleaning my hand, he placed his lips on mine, kissing me very softly.  Somehow I, too, kept our kiss gentle, and when I eventually snaked my tongue into J.C.'s mouth, I could taste my juices on his tongue.  He also tasted a little bit different from how I usually remembered him tasting, but it wasn't me that I tasted in J.C.'s mouth, I realized it was Justin.  That made me even wetter.

It was a little awkward in the room right then, especially for Justin, but the silence in the room wasn't the heavy kind I expected.  I had caught the guys kissing, but they had caught me masturbating, so I figured we were about even.  We all remained quiet until J.C. pulled away from our kiss.  Then Justin spoke up.

"I, uh, should be heading back to my, uh, own room right about now," he mumbled, somewhat embarrassed that I had heard and seen what I had.

At that moment I took charge.  I was the one who could do the reassuring.  J.C. and I had re-bonded with our kiss, but Justin wasn't sure where he stood.  Though I couldn't speak for J.C., I could speak for myself.  And Justin had never looked sexier than he did at that moment.  Well, maybe when he had been kissing J.C., but that could be re-staged...  Anyway, I crossed the room to where Justin stood by the door.  "You're not going anywhere, Justin," I said softly, taking his hand in mine and interlocking our fingers in a gesture of trust.  "You need to be here with J.C., and with me."

"I do?"

"You do.  Don't ask questions, Justy, just stay with us.  It feels right."  With that, I brushed the curls on his forehead back and kissed him softly on the lips.  He blossomed for me like a flower.  He caught the small of my back with his hand and drew me towards him, crushing me against his strong, lean body.  His tongue snuck into my mouth and I recognized immediately what I had tasted when I'd kissed J.C.  Justin was delicious.  I kissed him back with the passion of each one of my fantasies in which he had been the star.

As I kissed Justin, I could feel J.C.'s eyes on me.  I could feel him undressing the two of us with his eyes.  It was totally intense.  Justin seemed to me to be oblivious, but he might have felt the energy in the room just as I did.  Regardless, he continued to kiss me with a fierce hunger, one far more powerful than any of my fantasies.  I couldn't believe this was happening.

I was almost afraid that I would drown in Justin's kiss, but J.C. pulled me to safety by softly nibbling on my earlobe.  I broke my kiss with Justin and instead softly brushed J.C.'s lips with my own.  J.C. then kissed me harder, though not as hard as Justin had been going after me, and softly said one of the most erotic things I've ever heard: "You taste like Justin."

It only got better from there.  "I taste like Justin, too," Justin quipped, and he stole my boyfriend away from me.  Once again, J.C. and Justin shared a kiss that I was lucky enough to watch.  They were gorgeous together.  There was obviously something there between them, I couldn't believe that I hadn't noticed it before.  I guess I hadn't looked in the right places.

Speaking of looking in the right places, as the two guys made out with each other, I watched their hands move over each other's bodies.  It was almost hypnotic watching the fabric of their clothes move and slide with the changing pressure of each other's hands.  J.C. was wearing jeans and a red polo pullover, and Justin was clad in baby-blue checkered cotton pants and a white wife-beater.  They were probably his pajamas.  As usual, they both looked hot.  Justin's hands seemed to like the fabric of the jeans covering J.C.'s ass just fine.  The fingers on one of J.C.'s hands were tracing the outline of Justin's wife-beater along his shoulders and the back of his neck.  The other was at the small of Justin's back, and it held Justin close to him as they kissed.

Wow.  It was incredible to watch them touch each other.  They had obviously wanted to do this for a long time.  I felt almost like I was watching something I shouldn't.  I had basically -- reluctantly -- talked myself into leaving the two of them alone together for the night and was almost at the door when, once again, Justin broke the silence of the room.

"Melissa, where are you going?"

"I'm in the way here, guys, I'm going back where I belong," I said, turning toward the door once more.  "The two of you need some alone time, I think, I wouldn't want you to worry about me watching."

"Wait, Mel," J.C. broke in, "don't go."

I turned back around to face my boyfriend.  His face was flushed and his lips looked even more kissable then they usually did.  Then I looked at Justin.  He, too, was flushed and, well...  He looked good enough to eat.  They both did.  Where the hell did I think I was going?  Back to my room alone?  Was I nuts?

"You don't want me to go, J.C.?" I asked, somewhat incredulously, though it wasn't going to take much to talk me into staying.  Maybe they would just let me watch them play with each other while I played with myself.  That wouldn't be all bad.

"No, we don't," Justin said, speaking for both of them without consulting J.C., though it was obvious J.C. agreed with him.  Justin continued, "You wouldn't let me leave, so I won't let you."

J.C. then added, "As for us worrying about you watching?  I'm not worrying about anything.  You, J?"

"Nope, no worries."

J.C. then walked over to me by the door and without touching me at all, placed his lips right by my ear and whispered, "Who said we were just gonna let you watch?  We want you to play, too."  Those words, along with J.C.'s hot breath on my neck and in my ear, made my juices gush.  This was going to be a night to remember.

I turned back toward both guys.  "OK, I'll stay."

"Well that took some coaxing," Justin noted with a wry smile.

"I can still leave, Mr. Smarty Pants," I answered.  Pretending to be offended, I turned to the door once more.

J.C. stepped in front of me and cut me off.  "No, actually you can't."

"And why would I want, too, huh?  I'd much rather be here with both of you."

"That's more like it," Justin said, flashing me his smile.  I got wetter.

I went over and sat back down on J.C.'s bed where I'd been when Justin first knocked on the door.  J.C. watched me and asked, "Wanna pick up where we left off, Mel?"

"I already took care of that, remember?" I said, fighting off the urge to giggle.  I was nervous and excited about what was going to happen, and it was making me more than a little giddy.  It was bizarre.  I wanted a drink.  J.C. sensed this and raided the mini-bar.  Another minute later, I had a rum and coke in my hand.  "Much better," I breathed, and J.C. smiled, taking a sip of his own drink.

"Hey, where's mine?" Justin whined.

"You're not old enough, cream puff," J.C. told him mock-seriously.

"But I'm so mature for my age!"

That made me laugh.  J.C. kept a straight face, though, and answered, "Nope, no dice.  No drinky for you."

"C'mon, J.C."  Justin reached for J.C.'s drink but the older *NSYNCer held it high over his head.

"You're too young, Mr. Timberlake."

"Am not."

"Are too!"

By then I had downed my drink and was giggling uncontrollably at their antics.  The two of them always acted like this together.  One would never know I'd been watching the two kiss passionately just a few minutes earlier.  Bizarre.  But beautiful.

As I giggled, the boys got into a "real" fight.  J.C. set his drink down on the table, and I got up to "guard" it.  As soon as I was off the bed, Justin threw J.C. down onto it and proceeded to attempt to tickle him to death.  I watched Justin straddling J.C. and sipped absentmindedly at J.C.'s rum and coke.  J.C. eventually got out from under Justin and the two of them wrestled around on the bed.  It wasn't too long before J.C. got Justin into a headlock.  "That'll teach you to mess with the mighty Joshua Chasez!" J.C. announced.  Justin struggled for a moment, then pouted and gave up.

The two of them lay there on the bed panting as I slurped up the remainder of J.C.'s rum and coke.  I set the glass down again and looked up to find J.C. kissing Justin's forehead.  I watched my boyfriend kiss his best friend's nose, then lips, then chin, then I got jealous.  I wanted to kiss Justin, too.

Justin was still lying in J.C.'s arms, the result of the headlock that Justin had been in.  I scooted onto the bed on the other side of Justin and began to nibble at his earlobe.  My breath tickled his neck and I felt a shiver go through him.  Or maybe J.C. had caused that shiver?  He was kissing the other side of Justin's neck.  Justin, for his part, lay there and let us have at him.  He'd given up wanting a drink, at least for now.  This was far better than alcohol.

I lay down next to Justin, curled up against him, and nuzzled his neck as my fingers slid into his curls.  "How anyone could resist these curls, I'll never know," I whispered, and J.C. laughed softly.  Then I felt J.C.'s fingers next to mine in Justin's hair.

"I couldn't resist them, either," J.C. said, and a slow smile spread across Justin's lips though his eyes remained closed.

"Now you two know my seduction secret," Justin said.  "Don't tell anyone."

I promised, "Your secret is safe with me."

"Me, too," J.C. added.

After that, J.C. and I went back to work.  Together we kissed as much of Justin's body as we could with all of his clothes on, which wasn't much.  As usual, I wanted more.  This time, J.C. did too.  He started to pull Justin's wife-beater off of him as I went for Justin's pants.  Justin just lay there, grinning, eyes closed.  I could almost hear him thinking, "You've got to be kidding me."

We had him down to his boxers a few moments later.  He lay there, eyes still closed, his face angelic, his curls rumpled from his tussle with J.C.  I was almost drooling just looking at him.  So was J.C.  He and I sat there, one on each side of Justin, and we both feasted our eyes on him.  My gaze slid first from his curls down to his face.  His lips held just the hint of a pout -- they looked as kissable as any lips I'd ever seen.  His cheekbones weren't as strong as J.C.'s, but they highlighted the innocence of Justin's features, an innocence captured perfectly in Justin's baby blue eyes.

At that moment, Justin opened his eyes, and they locked with mine.  As if he could read my thoughts, Justin's eyes seemed to ask, "Like what you see?"  I'm sure my eyes told him everything he wanted to know.  He could've been reading my very soul at that moment.  It was intense and unnerving and VERY erotic.  A smile played at his lips, but instead of saying anything, Justin closed his eyes again.  I continued to study him.

My eyes traveled down his neck, across each of his strong, broad shoulders, then they traced along each and every muscle that made up his arms and his chest.  He looked like he could probably bench press me if he wanted to.  The boy was ripped.  The hair on his chest looked soft and fuzzy, and all at once I remembered that Justin was only 20 years old.  I was only 23, and those few years didn't make any difference to me, but still, he was so young, so innocent, and so incredibly sexy.

Funny that I would've bet on a jealous fit from J.C. if he would've heard those thoughts from me even a few hours earlier, but there J.C. was, taking the same tour as I was of Justin's almost-naked body with his dark blue eyes.  J.C.'s eyes were even darker than usual, and they were hot with desire.  He was totally thinking the same things I was.  That turned me on even more.

I followed the fuzz on Justin's chest down toward where his boxers blocked my further viewing.  He looked good enough to eat.  I must've drifted off into a bit of a fantasy because Justin snapped me out of it when he said, "Hey, guys, this is great and all, but isn't it a little unfair than I'm nearly naked and you both are still fully clothed?"

"Are you complaining again, little one?" I asked, snuggling down close to him and kissing his shoulder.

"Who, me?"

J.C. covered that one.  "Yes, you, cream puff."  He was on Justin's other side, leaning up on his elbow watching me cuddle up close to his best friend.

Justin pouted.  "Alright, I'll be quiet."

That gave me an idea.  "I dare you to stay quiet," I challenged, looking Justin straight in the eye.  J.C. cocked an eyebrow at me.

"You dare me?"

I looked down at Justin's boxers.  The general outline of his cock was faintly discernible through the cloth, but it was obvious that he wasn't totally hard yet.  I wanted him hard and tenting out those shorts as soon as possible.  "I dare you," I whispered, and I slid one hand across his chest, through the fuzz that grew there, down his treasure trail to the waistband of his boxers.  I slid a finger under that waistband, careful not to touch him, I just wanted to tease him, and that's where I stopped.

Justin whimpered.

My hands repeated the tour of Justin's body that I'd taken with my eyes, including the fact that I'd not yet laid eyes -- or, consequently, hands -- on Justin's cock.  All of his flesh was soft and supple and warm under my hands, and I decided right then and there that I could just touch him like that for forever and be perfectly content.

As my fingertips once again neared his cock and once again avoided it, Justin whimpered again.  Of course all this was driving me nuts as well, but it was worth it.  I was teasing Justin Timberlake.  In bed.  With my boyfriend watching.  Incredible.

I decided to take the challenge a step further.  I took the same tour of his body once more, with J.C. still watching, but this time I did it with my mouth.  First, I buried my face in his curls, then I kissed along his cheekbones, his chin, his ears, and his neck, across each shoulder, down his chest, down that little fuzzy trail.  Then I tugged at the waist of his boxers with my teeth.  A low groan escaped from Justin.  I knew he wouldn't be able to stay quiet.

Having satisfied myself with the knowledge that I'd won the dare, I stopped teasing.  Through the cloth of his boxers, I licked the length of Justin's now very-hard cock.  That elicited an even deeper moan from Justin, and I smiled to myself.  Then I took the waistband of his boxers in my mouth again and tugged.  With a little help from my hands, I pulled the last piece of clothing off of Justin and immediately took his cock in my mouth.  I couldn't wait any longer.

As my tongue swirled around Justin's cock, which was buried in my mouth, and I tasted him for the first time all over again, Justin gave a loud moan which suddenly became stifled.  J.C. had once again captured Justin's mouth with his own.  The two kissed as I sucked Justin's cock.  All three of us wanted the moment to last forever, but we all knew it could not, especially considering how long I'd been teasing Justin.  I ran my tongue up the underside of his cock once more before swirling it around the sensitive tip and sucking hard, ready to drink the sweet cum I knew Justin would give me.  I wasn't disappointed.  He instantly shot his load down my throat and I drank it, greedily, not wanting to waste any of it.  Justin was delicious.

As I swallowed the last of his cum, I looked up to see J.C. planting kisses all over Justin's face which was streaked with tears.  I was surprised, so I snuggled up next to the boys to find out what, if anything, was wrong.  Nuzzling his neck once more, I asked Justin, "What is it, Justy?  What's wrong?"

Justin sniffled a little, and J.C. stopped kissing Justin's face and climbed over me, snuggling close to me from behind and spooning me close to his body.  He and I were still in all of our clothes.  Then Justin said, "I'm sorry, guys, I didn't mean to cry."

"It's OK, Justin, really," I said, wiping away his tears with one of my thumbs.

"It's just that, wow, I've wanted you both for so long and now that you're here and it's real and I guess I didn't know what to expect and..."  His voice got softer and then he stopped altogether.

"Did we do something wrong, J?" J.C. asked.  I could sense the fear in his voice.  He was even more afraid of hurting Justin than I was.

"No, J.C., not at all.  Mel, thank you for that, it was beautiful, both of you are beautiful, I just...  This could've happened so much earlier.  We've wasted so much time!"

"No, J," J.C. said softly, "things happen in their own time.  You know that."

"But if I wouldn't have been so scared to say 'I love you'..."  His voice trailed off again.

"Justin, just thank God you were able to say it today."  Again, J.C. was right.  Justin looked at me for approval and I nodded my agreement.

That seemed to do the trick for Justin, who took a deep breath and smiled.  "Now there seems to be one more problem."

"What's that?" I asked.

"You two are both still fully dressed."

"I think Melissa and I can remedy that.  We've done this before," J.C. said with a smile, as he turned to me and tugged my top off over my head.

Justin interrupted again.  "I'm sure you two have done this before, but not with me around to help.  And I wanna help."

I grinned at the eager look in Justin's eyes.  "Knock yourself out, cowboy."

Justin did just that.  He pounced on the two of us, knocking me onto my back and pinning me on the bed with one hand while unbuttoning J.C.'s jeans with the other.  I couldn't believe his dexterity.  He had both of us completely undressed within seconds.  Seriously, I blinked and I was naked.  My skirt, panties, and bra had all disappeared.  The boy had some sort of magic powers.  Or maybe the rum and coke was finally kicking in and I was getting fuzzy in the memory department.  Either way I wasn't sure, I just knew I felt great.

So now J.C. and I were lying there next to each other with Justin kneeling between us on the bed.  None of the three of us were touching, Justin was just looking us over the same way J.C. and I had done to him.  I took J.C.'s cue and closed my eyes, allowing myself to relax.  The rum and coke helped.  I felt warm all over.  In my mind's eye I could see Justin making love to me with his eyes, and I could feel his gaze as it went over each part of my naked body.  I could feel my nipples harden in anticipation of was Justin might do to me.

I didn't have to anticipate long.  The next thing I felt was Justin's tongue on my breasts.  He licked his way around each nipple before capturing first one, then the other with his lips and teeth.  He nibbled softly but powerfully, sending tremendous shivers through me.  The boy knew what he was doing.  I could feel myself getting wetter and wetter.  I wanted so much to feel him touch me everywhere, I wanted him in and around me.  I wanted him everywhere.

My wish was granted, but in a roundabout way.  First, I felt Justin pull away from my breasts.  My eyes were still closed and I tried to relax, but Justin wasn't making it easy.  He was getting me pretty riled up.  Then I felt a tongue lap at my nipples again, but it wasn't Justin's.  J.C. had taken over for him, and he teased my breasts with his tongue in his familiar, circular strokes.  J.C.'s tongue brought a whimper from my lips, but before I could even say his name, I felt Justin's fingers between my legs.

He found me absolutely dripping with sticky love-juice.  I guess that was OK with him because the next thing I knew his face was buried in my snatch.  He gave me a long lick all along my slit before circling my clit with his tongue and sucking on it gently.  "Justin..."  I breathed.  It was incredible.  His tongue left my clit and slid down towards my tunnel again.  He then dipped his tongue into my tight, wet hole, drinking in my juices.  Then he fucked me with his tongue, and his nose rubbed my clit, and I knew I was going to explode way earlier than I wanted to.  He knew all the tricks.  No teasing, just straight-up, gut-wrenching orgasmic pleasure.  J.C. knew I was close and he curled himself around me, hand still on my breast, and he kissed me hard, pulling my lower lip into his mouth and sucking on it.  At that moment, Justin returned his lips to my clit and he sucked on it, hard, pulling me instantly over the edge.  I shrieked as I came, panting both Justin and J.C.'s names over and over.  Justin buried his tongue in me again to capture all the new juices that had come with my orgasm.

As my breathing calmed, I sat up and pulled Justin's face to mine.  His nose, lips, and chin were all drenched with my sticky honey.  I licked it off of his nose and chin, tasting myself in the rough scruffiness of his chin-fuzz, before capturing his lips with my own.  His tongue, too, tasted like me.  Delicious.  I loved kissing my juices off of Justin, he had done a fabulous job of making me cum.

As Justin and I kissed, J.C. came up behind me and circled me with his arms, grabbing a breast in one hand and sliding the fingers of his other hand down into my wet snatch.  My clit was still super sensitive from all the attention Justin had given it, so J.C. stroked me gently while he pinched at my nipple with his other hand.  This just made me kiss Justin harder.  As J.C. fondled me, I slid my hands down to Justin's once again rock-hard cock.  Going down on me must have turned him on, or maybe it was watching J.C. play with my body that did the trick.  Whatever it was, he was ready again.

I slid my fingers over the silky smooth tip of his cock and imagined how great it would be to have the length of him shoved in me right then.  I think J.C. read my mind -- and maybe Justin did too -- because J.C. gently pushed me onto my back on the bed.  I felt Justin crawl over and straddle me, and I waited for that sweet penetration I knew would come, but it did not.  I opened my eyes and saw right away the delay.  J.C. had gently taken hold of Justin's cock -- which elicited a moan from Justin -- and was stroking him lightly, teasing him, and -- I hoped! -- getting him ready to enter me.  I was right.  J.C. spread me open with one and hand guided the tip of Justin's cock into me with the other.

Oh. My. God.  Just the tip of Justin's cock in me was incredible.  I moaned, low and long, and as I did, Justin moved his hips forward and his entire length slid into me in one deep, fluid, erotic stroke.  I shuddered with pleasure as he hit my core.  He began to move within me, slowly drawing out before slowly gliding back in again, and it felt incredible.  I could not contain my moans of pleasure.  I didn't want to contain them.  I wanted Justin to know how wonderful he felt inside of me.

Judging by the sounds coming from Justin, he thought it felt pretty great, too.  Then his rhythm within me changed.  It was no longer made up of the gentle strokes he started with as we adjusted to each other, his rhythm now was a hungry, passionate one.  And I wanted more.  I placed my hands on his hips, pulling him toward me, wanting him deeper within me.  He lay down on top of me, our bodies damp with sweat and desire, I could smell how much the three of us wanted each other.  I got even more turned on.  So did J.C.  He was watching us and playing with himself, which I found totally erotic.  I wanted to have him in me, too, but I could only handle one *NSYNCer at a time.  J.C. would get his chance.

Justin snuck one hand onto the small of my back and I cupped both cheeks of his ass in my hands, squeezing them and pulling him even closer, making my clit rub against him with each of his strokes.  As my third intense orgasm of the night began to wash over me, I tried to tell Justin that I was cumming but squeaky pants were all that escaped my lips.  I know he felt my orgasm anyway, I could feel my muscles clinching his cock tightly, milking him, begging him to cum with me.  And with a few more quick thrusts, he did.  "Melissssssa," he wailed, "oh God, that's it, that's it..."  He sweet, sultry voice had never sounded as good as it did when he said those words.  I practically came again just from hearing him say it.

Just after Justin and I climaxed, so did J.C., who came all over his hand.  I giggled as Justin pulled out of me and curled up next to me, then I reached for J.C.'s sticky fingers and drew them into my mouth, licking off his cum just as he had done for me much earlier in the night.  J.C. was snuggled close on my other side, but as Justin cuddled around me, J.C. shifted and moved down between my legs.  He knew my clit was too sensitive for any rough simulation right then, so he was carefully and gently gave me a lick along my slit.  It felt good, him being so gentle.  My snatch needed a little gentle attention right then.  Justin's arms tightened around me as J.C. licked at my swollen areas.  J.C.'s tongue snaked into my tight hole where he found all of Justin and my mingled juices.  He lapped them up gently, drinking us in, then he returned to cuddling with me and whispered, "You two taste good together."  I kissed him and tasted the mix of me and Justin on his tongue.  Incredible.

 was incredibly worn out by this point.  I didn't want the night to be over, I wanted to fuck J.C., but I knew I needed rest if I was to function any more either in bed or at all the next day.  As my eyes closed, I heard Justin say, "Things just kinda have a way of working out, don't they?"  He continued to muse, "I finally get the courage to tell J.C. -- and you, Mel -- how I feel about you guys, you catch me and J.C. kissing and it turns you on, so you masturbate while watching us, then we all end up here in a wet, sticky pile.  I think I like that story."

"Me, too, Justy," I whisper, almost asleep.  "I'm glad I stayed."  Then, with one guy on each side of me and me warm and safe in the middle, I was out like a light.

the end  :o)