There she was, her long black braid sweeping the waist of her pants. I checked my watch. At the same time every day she passed the window of the studio, her mind obviously somewhere else. My eyes followed her until she was well out of sight. Something about her had had captured me the first time I saw her. She was a walking portrait.

An amused voice drew my attention. "You're dripping." I looked down to the puddle of black. With a curse I quickly tossed the brush into the paint can, ignoring the snickering pair on the other side of the room.

"You know, you can always just talk to her. She looks nice, and she's not married." Silver eyes danced, pleased with my suffering.

"And how the hell do you know that?"

"He always knows," offered my narcoleptic friend from his spot on the floor, only tearing his gaze away from the ceiling for a moment.

The studio was Urahara's. And by studio I mean an old garage that he'd gutted and…well that was pretty much it. Now, instead of oil, paint stained the cement floor.

I'd met Urahara Kisuke my second year of art school. The blond was in his last year of the graduate program. He was an artist who'd put paint on anything that stayed still long enough for him to whip out a brush. Needless to say he was responsible for numerous graffiti jobs around the city. Despite being unapologetically weird or "eccentric" as art students preferred to call it, the man was undeniably brilliant.

Then there was Starrk. Almost four years and I still hadn't figured him out. Sleep was his crack and he'd been addicted for as long as I'd known him. How he'd managed to pass a single class, much less graduate, was beyond me. For the few minutes a day that he managed to be lucid he was usually elbow deep in clay, but recently his interest had shifted to stone and wood. He was old school that way.

How an architecture student like me had gotten involved with the two wack jobs I'd never know, but the three of us had been practically inseparable since I had. They were good friends…usually. Now though…

I snatched off my smock and tossed it on the desk, the only piece of furniture in the whole place besides two folding chairs and a futon in the back corner, usually only utilized by Starrk.

"I'm heading back," I announced, grabbing up my bag and heading to the door. "And you don't always know." I gave the painter a quick, but pointed look before closing the door behind me, not giving either of them a chance to reply.

The pervert was usually right where women were concerned. It was annoying and amazing. I could never figure out why, but chicks loved Kisuke and he loved them right back. Though recently, his attention seemed to have turned to our clay loving partner. Though I'd never seen Kisuke show interest in a man before, I wasn't surprised. Flavor of the month I suppose.

Women were always chasing after Starrk too, but the sculptor cared for little beyond his naps and his work.

-o0o-

"Unohana Retsu." Kisuke announced as soon as I pushed the door to the studio shut behind me.

"What?"

"That's her name," the blond informed. "She's quite a bit older than you, but that's never stopped me." He wagged his eyebrows suggestively. "She still wears her wedding band, but she's not married. A widow." He grinned. "She's a tiny thing. I told her to stop by anytime. Turns out she's a huge art lover. Imagine that."

It took my pea sized brain a few minute to catch up to the man's ramblings, but when it did I was just barely able to stop myself from throwing my box of tools at his stupid, smirking face.

Starrk, who was topless and partly covered in wood shavings, just shook his head.

"You did not do what I think you did." I finally responded not knowing why I was surprised?

"He did," our lazy friend confirmed. "She seems nice," he shrugged. His attempt at consolation.

"She's way out of your league, but she'll come. I have a feeling."

The glare I shot Kisuke didn't even faze him. "She won't."

"Have faith." he smiled and went back to his canvas. Starrk's back. Time passed quickly as we worked in a comfortable silence. Despite the fact that I was more than pissed about what the blond idiot had done, I couldn't help but hope, Besides, it was virtually impossible to stay mad at Urahara for longer than a few minutes. It had been tested and proven.

"I'm starving," Starrk announced with his lazy drawl.

I glanced up for the first time in hours, wiping the sweat from my forehead with the back of my hand. We really needed to look in to getting an AC unit. Kisuke was warning his canvas not to destroy his masterpiece.

"How am I supposed to go get food without clothes on?"

"I'll get it," the blond waved him off, slipping on his flip flops and moving with purpose towards the door. "Want something?" He looked to me, hand on the door.

"Whatever," I shrugged.

"Hunger level?"

"Eight."

He nodded and left.

I stood to pull down the shades then got back to work, thinking nothing of the blank stare Starrk was giving me from across the room.

"Kisuke wants to have a threesome."

My head rose slowly…cautiously. My eyes darted about the room in confusion. "What?"

"Kisuke," he said again. "Says he wants to have a threesome."

I watched dumbly as he blew some shavings from the wood figure before him. "Well…have fun with that." He nodded. Kisuke's weirdness must have been rubbing off on him. Why he would think I gave five fucks about their sex life was beyond me.

-o0o-

Two weeks later Unohana Retsu still hadn't come by. I knew she was way out of my league, but that didn't stop me from secretly hoping she would.

"I'll see you later Kis."

I glanced up from my sketch and couldn't help but laugh a little. The raven-haired, one-armed, potty-mouthed beauty shot me a wink. "Later, bitches." The door slammed behind her. New month, new flavor.

"Don't you just love her?" the blond chuckled.

"She's amusing," Starrk agreed.

I checked my watch and stared out the window, knowing it was still too early.

"I have an announcement to make." Urahara stood from his easel with a clap of his hands.

"Nobody cares," I sighed, quickly blocking the pen he threw at me with my sketch book.

"I sold my first painting," he paused to grin. "For the staggering figure of…wait for it…fifty bucks."

Starrk rolled over on the futon, putting his back to the painter. "We'll never have to work again."

Kisuke ignored him. "Maybe I'll have an exhibition."

I could almost hear the wheels in his overworked brain pick up speed.

"Let's go celebrate."

"No," me and Starrk muttered in unison.

"My treat," Kisuke grinned. The magic words had been spoken. Both me and the lazy bum were on our feet in seconds. "Gluttonous bastards," he grumbled, leading the way out the door.

-o0o-

We stumbled back into the studio just as the sun was setting. I'd forgotten how much Kisuke could drink…and how he was more skilled in the art of persuasion than he was at painting. Needless to say, he'd tricked me into going well over what I knew was my limit.

Not a second after I heard the door shut, Starrk, who'd been the only thing keeping me up, shrugged my arm off his shoulder and dropped his from around my waist. I hit the floor hard.

I groaned, rolling over onto my back with the intention of thanking the goatee wearing bastard for being such a great friend. There was a bump and a splash. I cursed as my arm landed in paint. "Shit! Starrk, you fuckhead." Slowly I lifted my dripping hand, dripping blue all over myself and making an even bigger mess. "Hey!" I almost broke my neck turning to look for the two bastards. "Get me a towel!" The room spun and I dropped my head back to the floor. The laughter and mockery I expected never came. With a deep breath I managed to sit up. I was never drinking with Kisuke again. This time I was for real.

I turned again and my face dropped. The two couldn't be bothered to help me because they were too busy sucking each other's faces off. One of Urahara's hands was lost in the sculptor's shoulder-length chocolate locks, while the other efficiently unfastened the man's pants.

"Get a room," I said with a slow, drunken roll of my eyes. I was again ignored.

I sighed with the intention of getting up...with the intention of grabbing my shit, stumbling back to campus and passing out on my incredibly uncomfortable bed, not giving the two lechers, or the spilled paint, a second thought.

"For the intention to become reality, energy has to be launched into operation." My math professor used to say that all the time, but I never knew how right he was until that moment.

I lay back on the floor, watching as they finally broke the kiss to allow Kisuke to relieve Starrk of his shirt. My eyes moved sluggishly to the window. The shades were still up. I suddenly felt exposed as if I, not Starrk, was the one well on the way to being completely nude. I pushed up on my elbows only for the room to start spinning violently. Damn Kisuke and his love of tequila. I laid back again, staring at the ceiling a bit, and then back to my friends. The paint was soaking through my clothes, but I ignored it.

My friends were both topless now and their kiss had resumed. It was slow…sensual...mesmerizing. One of the blond genius' hands had disappeared into Starrk's pants and the man's lazy blue eyes closed.

The only part of me that seemed capable of moving was my dick. Despite my every wish to the contrary, it grew harder by the minute.

I closed my eyes as well only to have them pop immediately back open. The brunette let out a low moan. I couldn't help, but wonder how good whatever Kisuke was doing was to get that kind of reaction from the usually unemotional man.

The painter caught the sculptor's lip between his teeth and smiled. Not his usual dorky looking smile. This was the smile of a man who knew, whether you did or not, that within minutes you would be screaming his name.

Suddenly, I realized what all those women saw in him.

"Enjoying the show, Red?"

My eyes widened and I turned abruptly, embarrassed at being caught staring. "Don't call me that." He knew I hated that nickname. Only then did I realize that my hand had found its way into my sweats and around my rock hard member. I snatched it out only to have my cock further betray me by perfectly tenting my pants.

Kisuke didn't bother hiding his amusement. I think I even saw Starrk smirk. They would never let me live this down.

After being quite thoroughly humiliated I figured they'd go on about their business. Not the case. The painter moved toward me, pulling the brunette by his dick. He absently eyed the puddle beside me. My heart jumped to my throat. I was paralyzed with fear, or maybe excitement. He knelt down beside me and my breath hitched. It was fear. I swallowed hard, unsure of what he would do…and what I would do when he did it. My eyes moved to Starrk. A silent plea for help.

Completely in control, Kisuke turned back to Starrk, whose manhood he still held hostage, freed him from his pants and swallowed him completely.

An "Oh, shit!" escaped before I could stop it. Starrk's head fell back in bliss.

Now with a front row seat, I watched my best friend work the narcoleptic sculptor better than any woman I'd ever seen. Saliva dripped to the floor and slurping sounds filled the room. Urahara's rhythm was all his own, but Stark seemed to know it well. A large hand moved to rest gently on the back of the painter's head.

My dick was begging for attention that I had no intention of giving it. Kisuke however, did. His hand seemed to move in slow motion toward me. I willed my body to move, but before I knew it I was in his hand. I whined like a bitch.

He pulled his head back, and Starrk slipped from his mouth eliciting a growl of frustration from the standing man. His glistening cock bobbed above Kisuke's head. I stared unabashed.

"Come on, Red." The blond tugged on my painfully hard member and of course for him, my body obeyed…as much as it could at least. I had only made it to my knees before the impatient bastard grabbed my hand and started walking. I fell back to the floor. He proceeded to drag me through the spilled liquid, smearing the floor with the brilliant shade of blue.

His destination was the futon, which was scarcely large enough for one person, but decidedly better than the hard cement floor. Before I could complain, Kisuke's skilled lips were on mine. His mouth was sweet despite all the alcohol he'd consumed. Starrk kneeled to help him get me out of my wet clothes. Things were moving too fast. Saying "no" or "stop", crossed my mind, but it never got further than that. Between the alcohol, that was only about half to blame at this point, Kisuke, who seemed to know how to do everything just right, and Starrk, who was suddenly the sexiest thing I'd ever seen, I just couldn't bring myself to utter the words.

At first Starrk seemed more interested in Kisuke than anything else, but that changed once I leaned forward and took his cock into my mouth. Urahara's taste was still on him. He stood with a barely audible grunt, pulling me to my knees.

The last time I'd sucked a dick was never so I gagged when he palmed the back of my head and slowly forced himself down my throat. He didn't seem to mind though. A small smile splayed on the blond's face as he watched me clumsily devour the sculptor. He reached down to stroke himself. Starrk hardened in my mouth and my own forgotten member throbbed painfully.

The cocky bastard smirked, no doubt knowing the effect he was having on us and enjoying every minute of it. His silver eyes moved between me and the brunette. Starrk gave a painful yank of my hair, simultaneously popping the rubber band that held the red mess out of the way and pulling my gaze from the painter's more than distracting ministrations. I choked as he rammed his rigid member viciously down my throat. I grabbed onto his hips in an attempt to control his steadily increasing pace, but the bastard was stronger than he looked. Tears streamed down my face as I fought for air. I was going to die. Death by dick.

Then suddenly he stopped. I lurched forward, planting my hands on the floor and gasping desperately for air. I glanced up. I had been abandoned again. Starrk's hand lay gently on the side of Kisuke's face and his tongue was a mile down his throat. My eyes moved down their bodies, stopping at where their groins met. I took the opportunity, wrapping a hand around each of them. I took Kisuke eagerly, gagging when he hit my tonsils, but pressing forward anyway. He was thicker than Starrk, but not quite as long. A hand that I assumed was his smoothed back my hair and held it there. I sucked him slow, massaging the underside with my tongue before switching to do the same to the sculptor. Back and forth. Kisuke. Starrk. I concentrated on finding a rhythm and keeping it. There was moaning above, but I couldn't be sure if it was caused by my sucking or their kissing.

Starrk pushed away first. I paused, my lips still firmly wrapped around the blonde's manhood. He pushed on Kisuke's shoulder, forcing him to the ground beside me and pulling his cock from my mouth even as I slurped to keep it in. The genius smiled, first up at Starrk, then to me and then his tongue was forcing its way into my mouth. I sucked on it greedily, but then the hovering cock-blocker parted us, sliding his momentarily forgotten manhood between our lips.

I glared up at him even as he placed a hand on both our heads and proceeded to pump himself steadily between our mouths. For someone who normally tried his hardest to be in the background he sure was starved for attention now. Saliva covered half my face and Kisuke stared at me from the other side of the veiny barrier his tongue occasionally touching my lip and Starrk continued to pump between us. I gave in, finally reaching down and fisting my aching erection, rubbing my thumb over the leaking tip.

Just as my lips started to go numb he came and my tongue shot out to taste him before I could stop myself.

Dropping to one knee, he grunted out a curse, and then surprised me by gently lapping at my lips and gently sucking the bottom one into his mouth. His skilled hands reached up to massage my head and my eyes closed when his lips pressed against mine. He pulled me in closer, deepening the kiss. It was different from the one I shared with Kisuke. His was the kind of kiss that said "I love you", whether it was meant or not. It sent a dangerous tingle through me.

A body pressed up behind me. I hadn't realized Kisuke had moved. My hair was swept to the side and chaste kisses were planted on my neck.

'Kisuke wants to have a threesome.'

Starrk's declaration from the other day came to mind. I hadn't realized he was talking about with me. I smirked into the sculptor's mouth, but froze when I felt fingers prodding at my backside.

"Relax," they said together and then Kisuke's fingers were pressing their way pass the tight ring of muscle. It felt like shit. It felt like I was going to shit. Starrk's skilled hand's and passionate kisses were no longer enough. I focused on the not quite painful, but very uncomfortable movement of the now wiggling digits. My eyes squeezed closed. He was stretching me. It probably wouldn't be enough.

Starrk reached between us, grabbing me firmly in his smooth hand, and began stroking me steadily. I wished it was his mouth.

As if I'd spoken aloud, my wish was almost instantly granted.

"Fuck." I swore as soft warmth engulfed my cock. I'd been so deprived I almost came on the spot.

Suddenly I was pushed forward. I leaned partially onto Starrk's back, savoring the slow swirl of his tongue. Kisuke pulled his fingers from my ass. I breathed a sigh of relief that became strangled once I felt something much larger than fingers preparing to enter me.

He slid in just as the brunette swallowed me to the hilt. It was timed too perfectly to not be practiced. I screamed out in pain and ecstasy. My toes curled and I came so hard that my head immediately started to throb. I was mildly aware of the absence of Starrk and his mouth, but in my present state was neither interested nor physically capable of confirming it. My mind went blank. The blonde slammed into me again. My eyes shot open. Instead of a smooth muscular back, my fingers dug into the cold hard cement floor. A moment later when Kisuke's head found its way to my back and some rather colorful language danced passed my ears, I found out where the brunette had gone.

Urahara grunted, sucking in a choked breath as Starrk entered him from behind. His nails dug into my hips. I cursed when he pulled back. It still felt weird, but then Kisuke slammed into me again. Our cries sang a chorus of blissful torture.

"Be still," Starrk growled.

"I can't." The blond rammed into me again, hitting a spot that made me weak. I cried out. My arms trembled a moment before giving out on me completely. My face hit the floor. Kisuke's weight made the impact greater, but thankfully I was at least halfway on the futon. "There it is!" He'd apparently done what he'd set out to do. One hand was placed on my back, and the other grabbed my unruly hair. He moved in again, hitting that same spot. My eyes rolled back into my head. I propped up onto my elbows in an attempt to relieve some of the pressure from my face and chest.

His body jerked and then went stiff. I could actually feel his cock throbbing inside of me. "Don't move!" came Starrk's voice again, sounding more strained than before.

"Move!" I cut him off, desperately wanting Urahara to hit that spot again…constantly…for the next five hours.

A pair of hands gripped my hips. Starrk's hands. I glanced back over my shoulder, but could see nothing but my own blue and red locks. He pulled me back onto the blond's stiff rod.

I screamed, "Fuck!"

Kisuke yelled, "Shit!"

And Starrk commanded us to "Shut the fuck up." as he attempted to set a steady rhythm for us. He pulled and pushed on my waist, taking control away from the now tortured man between us. I couldn't imagine how it must have felt to fuck someone while being fucked. Mind blowing I guess, because Kisuke barely said a coherent word from that moment on. He pulled on my hair, cursed and scratched my back hard enough to draw blood.

The sculptor slammed into him and he, in turn, slammed into me, hitting that ball of nerves inside me every time. It was a wonderfully vicious cycle.

My release was close, I could feel it. Then the painter pulled out. I whined, unconcerned with how needy I must have sounded.

"Turn over."

I heard the words, but my brain was mush. I didn't move. He flipped me himself. In one swift movement I was on my back and my legs were on his shoulders. Intense, hazy, silver eyes stared down at me. I made note of the position Starrk took behind him and how strong his legs must have been to squat like that, but then Urahara was inside of me again. This time the suddenly very vocal brunette set a breakneck pace. I came almost immediately, screaming out Kisuke's name as I did. White streaked my stomach, but they didn't stop. My ass was throbbing, but somehow it still felt so damn good.

Starrk's baby blue eyes bored into mine from over Kisuke's shoulder. I turned away, towards the large front window. The large front window that still had the shades up.

So many faces…shocked faces, but only one stood out. Long salt and pepper hair pulled back into one thick braid, a beautiful, angelic face. Unohana Retsu. She came. Kisuke was right.

Sweat dripped from the blond's brow and landed on my cheek. I turned back to him, my eyes moving from his face to Starrk's, and back. He hit that spot again and laid on it. My back arched off the floor. The genius dropped my legs as his body began to quake. He spent himself inside me, pulling me in for a surprisingly loving kiss. Starrk continued to drill into him. I felt every stroke. My toes started to tingle. I let my head fall to the side. She was still there, her dainty hand pressed lightly on the glass, lips slightly parted. The crowd was growing. I closed my eyes. I was going to cum again. Starrk growled. My body convulsed.

We yelled the blond's name at practically the same time. On my chest, I felt the bastard's lips curl into a smile.