Standing in the hallway with his backpack he made himself, as he had always been the creative type, Oncie stared out at all the people flooding the hall, a bit nervous about his first day at this new school. He didn't know anybody, and he was a bit worried about what it would be like and how the people here would be. Some of the people at his last school thought that his sewing and his great invention that could do the job of a thousand, the thneed that he kept around his neck, was silly, and he got teased for it. He hoped that here he wouldn't have to worry about that.

He took a deep breath and started through the halls, looking around for his first class. Luckily it was close, and it only took him a moment to arrive. He walked in and found an empty desk, setting down his things and getting comfortable in the seat. There were only a few people in the room, as it was still early. But then someone else walked in the room, and Oncie saw a few girls at the other side of the room look over to the newcomer and giggle a little, and he sighed. The guy looked a lot like him, but more confidant and proud. He wore a green shirt and jeans, and had this air of superiority and a smirk on his face that told everyone that he knew what was up. He seemed like one of those popular guys, and he hoped that there wouldn't be much interaction between them.

The guy gave a smile to the girls, who giggled a bit before going back to talk about whatever it was they were talking about before, and looked around the room before setting his eyes on Oncie. He turned his head a bit, and started walking over to him. Oncie groaned a bit and prepared himself for what this guy might say.

"You're new around here, aren't ya? Definitely haven't seen a thing that like before anywhere else." He pointed at the thneed, and Oncie shrugged a bit.

"It… It's a thneed… My own invention. Made to do the job of a thousand…"

The guy chuckled, and leaned over to inspect the thneed closer, making Oncie blush at the closeness. He nodded and stood back up, crossing his arms.

"It's quite innovative. I like it."

Oncie smiled a bit and let out a sigh of relief. Finally someone who liked his invention. He saw the guy smirk back.

"I'm Once-ler."

"Oncie."

"Well, Oncie, I'll see you around."

And with that, Once-ler went to his own seat and sat down, nodding at Oncie once more with that handsome smirk, and Oncie smiled, glad he finally had a friend.

After that good start to the day, things only got better. Classes went smoothly, and Oncie was enjoying this new school much more than those he had been at before. The people were nicer, the school was a pretty place, and overall there was a good vibe going around.

During lunch, Oncie decided to go find his locker so he would know where it was when he needed it. He went down the hall searching for it, and after a few minutes of looking, he saw it. Going over, he took out the paper with the locker combination on it, and tried to open the locker. He was having a bit of trouble with it, and it showed on his face, for you could clearly see it on his face, which made you chuckle.

You were only a few lockers down from him, and you were grabbing some things you needed for another class when he came along. The look of focus and frustration on his face was actually kind of adorable. Deciding to help him out, you smiled and went over, leaning on the lockers beside him.

"Need some help with that?"

Oncie blushed a bit, as was usual with him, and nodded a bit meekly. You smiled and showed him how to open the locker, and then he tried it to be sure he got it. Once he did, he gave a little triumphant smile that you thought was the cutest thing ever. You looked up at him as he looked down at you, and you smiled.

"You wanna come walk with me for a bit? I can show you around, too."

Oncie nodded, and started walking beside you as you started down the hall, keeping close.

"I'm Oncie. It's nice to meet you."

"I'm glad to meet you too, Oncie."

Oncie found this place to be all he hoped for and more. He had new friends who he got to know well over the next few months, especially you and Once-ler, who had become very fond of him. Once-ler had started watching out for Oncie, keeping an eye on him and keeping others off his back. And you were always there with Oncie too. You went to your lockers together every day, and walked together during lunch. Oncie was happier than he had been in a long time.

One day, as you and Oncie were walking through the halls in the morning, the two of you kept hearing people talk about a party that Once-ler was planning on having over the weekend, and how everyone would be there. He had a big and spacious house, perfect for having parties in. Oncie wondered about going, but figured he wasn't the type for big parties full of people. It was Tuesday, so Oncie would have the rest of the week to decide if Once-ler asked him if he would go.

Once at his first period, you and Oncie parted ways, and he went inside and sat at his desk. Only a moment later, Once-ler came over and jumped up on the desktop, facing Oncie. He smirked that smirk that made Oncie blush, and he looked up at Once-ler as he leaned forward and bopped his nose.

"I suppose you've heard about my little party this weekend, huh. I have them every once in a while, and this time, you are coming. No questions about it, you don't have a choice. Show up Friday night."

With that, Once-ler hopped off the desk as the teacher called the class to order, and snapped his fingers and turned back as he remembered something.

"Oh, and go ahead and bring your little friend with you. We could always do with more people."

Oncie watched him saunter off to his seat, still smiling as the class started, and he blushed a bit to himself. So Once-ler did want him to go to the party. He was never into those kinds of things too much, but he figured it would be alright with Once-ler and you there.

A few classes came and went, and soon lunch rolled around. Oncie met you at your lockers as usual, and this time he had a sweet little smile on his face. He leaned against the wall as you got a few things out of your locker, and you chuckled a bit at his cheery mood.

"What's up with you? You seem extra cheery today."

Oncie smiled and stood back off the wall as the two of you began your ritual lunch walk. He told you more about the party and how Once-ler wanted him to go, smiling when he mentioned you.

"He wanted me to invite you, too. I suppose for more company with people I know better."

"Well then I suppose I just have to go with you, don't I. Should be fun."

Nodding and giggling, the two of you continued your walk through lunch, still talking about Once-ler's party that was soon to come. You both hoped it would be great to go to a big party like that, and were both excitedly anticipating the coming Friday.

From a little farther down the hall, Once-ler was leaning on a wall with his arms crossed, looking over at the two of you talking, and he smiled to himself. He knew what you were talking about.

The rest of the week past by fairly quickly, each passing moment drawing the day of Once-ler's party closer. Finally, Friday rolled around. You and Oncie were both excited and nervous about going, but figured that going with each other would make it better. And Oncie had Once-ler there, so that would be even better.

Oncie sat in his last class, glancing up at clock occasionally. He was ready for that bell to ring to send them home, and then to the party. He became lost in his thoughts when suddenly the loud ringing of the bell jerked him out of his trance. He scooped up his things and rushed out of the room, waiting by your classroom to meet you as you came out.

Once you came out the two of you started the walk home together, as you soon found out after meeting each other that you lived quite closeby to each other. You talked about some other things, but of course got back to the party and talked about how you both thought it would be like. Soon the two of you came to your house, which was a little closer than Oncie's, and he smiled at you as you parted, saying that he would come by and get you later to walk you to the party. Giggling a bit to yourself, you waved and went inside.

Oncie walked happily home, and dropped his stuff in his room before going to look at himself in his mirror. He frowned slighty, deciding that these were definitely not the clothes to wear to Once-ler's party. He rifled through his closet a bit, and set out an outfit that he was satisfied with. He stood with his hands on his hips looking at it one more time, then nodded with a slight "Mhm" before turning away. He sauntered off to the bathroom for a shower, using a bottle of shampoo as a makeshift microphone while he sang. Once done with that, he got dressed in his fancy party outfit, and posed a little in the mirror as he checked for flaws. Oncie had always been quite the neat freak, and he wanted to look nice. Sure that everything was taken care of, he started back to your house so the two of you could finally go to the party.

Just as Oncie prepared for the party, so did you. You took a shower, humming the whole time. Then when you got out you sat and fixed your hair and things, then went to your closet to see what you could find there to wear. You pondered a bit, not able to find the perfect outfit to wear. Then your eyes wandered to the thneed hanging on your chair. Oncie had made you one a while ago, and you loved it. He had told you that it did the job of a thousand, and you wondered if that included certain clothing. Picking it up, you experimented with it for a bit until you fixed it into a cute little dress, and you twirled around, admiring yourself in the mirror. You giggled as you found a pair of shoes to match, and did so just in time too, as you heard Oncie knock soon after that.

You skipped to the door and let him in, and he blushed when he saw you, looking at the dress you had made out of the thneed.

"Is that... my thneed?"

You smiled and looked down at the thneed, then looked back up and nodded.

"Yeah. I did some experimenting with it, and came up with this. How does it look?"

Oncie smiled and blushed again, which made you giggle. He nodded.

"It looks great. I love it."

Smiling back at Oncie, he extended his arm in a very gentlemanly way to escort you out. You hung on his arm as the two of you walked out of the house and headed towards Once-ler's. By the time you got there there was already a lot of people, and you both could see people spilling out the front door and hear the music coming from inside. Oncie walked you inside, and looked around until he saw Once-ler, who was in the middle of the living room with a bunch of other people, laughing and having a good time. He had on some good looking green clothes, and to both you and Oncie, he looked very good. When he saw the two of you come in, he left his group and walked over, wrapping an arm around Oncie's shoulder. Oncie blushed, as always, at the close contact, and Once-ler chuckled as he looked between the two of you.

"Glad you came. Knew you would. And you brought your friend too. Nice dress by the way, sweetheart. Looks like Oncie made you something quite useful."

You ended up blushing as well, and Once-ler swept you both away into the party, and soon the two of you got more into it, dancing and laughing along with everyone else. At some point, Once-ler ushered you both off into the kitchen, and he pulled out a bottle of liquid that he introduced to you as marshmallow vodka. One of his favorites, he said it was. Neither of you were too sure about drinking, but of course Once-ler's smooth words got you into it. After a bit of that all three of you went back out for more dancing and such, charged by the drinks you had just had. Definitely more into a party mood now, you and Oncie had a lot more fun.

After a little while, Once-ler turned to look at both of you with that smirk on his face. He went over and told you and Oncie there was something he wanted you to see, but it was something that was upstairs. Both of you in a bit of a tipsy haze, you saw nothing strange or suspicious about it at all, and Once-ler smiled again thinking of that something that was waiting to be seen.

The three of you walked up the stairs, you and Oncie blindly following Once-ler to whereever it was you were going. He turned down the hall to one of the rooms and opened the door, waving the two of you inside. You and Oncie skipped in to find it was one of the bedrooms of the house. Once-ler closed the door, and smirked as the two of you looked around confused a bit. Oncie asked where this something was that he wanted them to see, and Once-ler just replied with a simple little "You'll see it soon enough."

You turned your head curiously at him and sat on the edge of the bed, and Once-ler chuckled, thinking that that was right where he wanted you to be. He walked forward a bit towards Oncie, who still stood in the middle of the room. Staring in his eyes with a greedy grin plastered on his face, he asked Oncie, "You think I should show you what we are here for now?"

With that, Once-ler wrapped a hand around the back of Oncie's neck and set the other on his hip, his nails digging into him. Oncie blushed, and before he could say anything, Once-ler crashed his lips onto Oncie's, locking him in a kiss. Oncie was a bit stunned, eyes wide before giving in a bit and even kissing him back. Once-ler chuckled after breaking the kiss staring at Oncie who was still blushing, seeming a little disappointed that thier kiss had ended.

Once-ler smiled and looked back to you staring at the pair wide eyed and blushing, but not moving from your place on the edge of the bed. He walked over and leaned down a bit resting his hands on his knees and planted a little kiss on your neck, making you shiver a bit. You could feel his smile as he whispered in your ear.

"Just relax a little. I'll be with you in a moment."

With that he stood back up, and you tilted your head up to see him towering over you, then he turned and walked back to Oncie, who was still standing in the middle of the room. That didn't last very long however, for he was shoved and pinned to the wall by Once-ler and soon was having his nice fancy clothes stripped from him and thrown on the floor. Once-ler immediately began running his hands over Oncie, feeling every bit of him he could reach, and you stared on from the bed, unable to tear your eyes away from them.

Once-ler bit down on Oncie's neck a bit, giving him little love bites all over and making him whimper and squirm against him, which only served to heighten Once-ler's mood. You sat staring at them still, blushing at the intimate acts starting between Oncie and Once-ler, and at the fact that Oncie was now naked right in front of you.

The two continued and Oncie had his hands around Once-ler's shoulders, holding him close to him, and you felt more heat rising to your cheeks and also down a bit lower as you started to feel a bit jealous of Oncie getting all the attention. Images kept coming to your mind of them both coming over to you and practically attacking you with their touch, sending you into a whirlwind of pleasure.

You were snapped out of your little fantasy when you felt Once-ler's lips on yours, and you flinched a little before melting into his kiss, leaning into him and wrapping your arms around his neck. You could have sworn that he had read your thoughts when he began playing at the top of your dress.

"You didn't think we forgot about you over here, did you?"

You blushed and smiled a bit, and Once-ler pulled you up to stand by the neckline of your dress, and kissed you deeply yet again, his hands wandering and squeezing your behind a bit. You eeped a bit into the kiss and leaned into Once-ler more, making him chuckle.

He started tugging at your clothes, and Oncie came up behind you to help out, and in a moment they had you just down to your underwear. Once-ler reached behind you, brushing his fingertips along the tops of your boobs in the process, and fiddled with the clasp of your bra. Oncie hooked his fingers on your panties, and slowly dragged them your legs, brushing his fingers against you the whole time, and you shivered from both of their touches. Both of them freed you from the constricting pieces of remaining clothes, and threw them into the pile of clothes that had accumulated at the other side of the room.

Once-ler then shoved you back, and you let out a little squeak as you fell onto the bed, bouncing a little before settling onto the covers. They were soft and silky beneath you, and it felt nice against your naked skin. Just as in the little fantasy you imagined earlier, both Once-ler and Oncie jumped up on the bed on either side of you, and you blushed seeing them smiling down at you.

Oncie leaned down and kissed you, much softer than Once-ler had, but more lovingly and tender, and you found yourself moaning lightly into his kiss as his hands wandered down to your boobs to fondle them and lightly pinch and tug at the nipples. You raised your chest up to him as you held the sides of his face to kiss him back, and suddenly gasped as you felt another presence.

Once-ler had started to kiss at your stomach, slowly making his way down your body until he reached that part of you that he was searching for. He ran his hands along your legs as he leaned in closer to you, and you purred happily when you felt his hot breath on you. You felt his tongue snake around, not exactly hitting that sensitive spot, but just teasing around it and making you squirm and beg for more. Oncie moved from your mouth and started licking at your boobs, nipping lightly at the nipples. All these sensations from both Oncie and Once-ler had you moaning and whimpering, and occasionally you mewled out little pleas for more.

Once-ler sensed the pleasure you were feeling from their poking and prodding, and with a cruel smirk pulled himself and Oncie away from you, denying you the height you were drawing close to. You whined at the sudden absence of their touch, and when you moved your own hands down to continue where they had left off, Once-ler roughly grabbed your wrists and pinned them above your head with that smirk still playing at his lips. He was the one in control, and his grip made that very clear.

You whined some more and pulled a little, but Once-ler kept his grip firm, and he leaned down to give you little love bites that he kissed at that made you moan and squirm. It was now Once-ler that demanded some attention, and with his hands still gripping your wrists, he shifted his position so that his erection was at your face. He smiled down at you as you leaned your head up to start licking and sucking, and he nodded Oncie over to join in, and he eagerly helped you in your pleasing of Once-ler.

Once-ler, not wanting Oncie to be left out of the fun, let go of one of your hands and guided it down to where Oncie also had quite the erection, and you wrapped your hand around it and started to tease, and Oncie returned the favor by lowering his own hand down to your sensitive spot, rubbing and then slipping a finger inside, and you both moaned around Once-ler, making him groan as the two of you pampered him.

The three of you were all twisted in this triangle of pleasure, teasing each other and filling the room with moans and all the sounds that came with the pleasing you were doing.

Once-ler pulled himself away from you and Oncie, not wanting to be brought to that height too early. Only whining for a moment at the loss of Once-ler, you and Oncie quickly occupied your mouths with that of the other, tongues mingling and moaning into each other. He chuckled watching, and let go of your other hand which immediately went to wrap around Oncie's neck to hold him close as you both continued to please each other.

"Aren't we enthusiastic today. Well, if you two are so eager, I think we should get right down to business, don't you?"

Both of you smiled and blushed at Once-ler's comment, knowing exactly where this was leading. After a bit of moving around, Oncie was now laying back on the bed with you kneeling above him, once again kissing him as his hands roamed around your body and played and pinched at your boobs, and you could feel his erection up against you. Once-ler got up behind you and kissed at the love bites already present on your neck and shoulders, and you whimpered into Oncie's mouth. His hands slid down your back and you shivered at the feeling of his nails raking on your skin, and you bucked against him a little when you felt his hands grab onto your butt and play a bit.

You could feel both of them rubbing up against you, and you were quite eager for what was coming up next. Moving your lower half against them kept everyone moaning, and they both decided it was time to continue. Once-ler guided your moves by grabbing onto your hips and moving you so that you backside was lined up with him. Oncie let one hand move to rub himself against you, your wetness making that movement easy as he too positioned himself.

Oncie and Once-ler both seemed to be perfectly synchronized, for at the same moment, Oncie moved his hips up and Once-ler pulled you down onto him, effectively driving both of the deep into you. You let out a screaming moan of pleasure feeling them both inside at both ends, and for a moment the three of you just sat there connected to each other in such an intimate way, taking in that first moment.

Soon Once-ler began to move, and you whimpered a bit before Oncie grabbed onto the sides of your face and pulled you to deeply kiss, and you moaned in his mouth as your hands came to rest on his chest for support. Oncie and Once-ler found a rhythm, alternating between moving in and out of you, so that at all times you were always filled with one of them.

Once-ler held on tight to your hips, thrusting hard and fast as he ran his tongue along your back and shoulders and neck, keeping you moaning and squirming. Oncie let go of your mouth and moved down to your boobs, and let his tongue roam around one and suck at the nipple while his hand groped and teased the other, pinching your nipple on occasion. Your head was spinning at so many sensations coming from practically everywhere, and you felt up in the clouds as you were pushed to new heights of pleasure that you had never felt before, and you screamed out at the intensity of it all.

The two felt that huge wave of pleasure you were feeling, but had no intention of slowing. They had just begun. If anything, your screams and cries just urged them on further. They rammed faster and harder, your now oversensitive body thrashing against them as you moaned with them. Their hands were all over you feeling every inch they could reach and grab at, nipping and kissing harder than before.

Even in the fog of pleasure that you felt, you could sense that both of them were coming close to their climax. They were moving ever more urgently and held you close to them. You could hear Once-ler slightly growling in your ear and Oncie moaning as he kissed at and played with your boobs.

Then they reached that point and both rammed into you deeply and held you there, letting out deep moans as they both came into you, still slightly moving against you to wring out every bit of pleasure they could get. Feeling both of them inside you like that sent you over the edge, and you moaned out as you moved yourself against them. It was the most intense thing any one of you had felt, and all of you reveled in the feeling of it.

Finally coming down that place so high up, you slumped down on Oncie, your head laying on his chest, and you could hear both him and Once-ler's deep breathing coming from all around you. Once-ler trailed soft kisses along your back, and you looked back at him smiling.

You decided to help clean up some of the mess you helped to make, and slowly made your way down Oncie to take him in your mouth, sucking and licking at him as he wrapped a hand in your hair to hold you close as you had gotten nearly all of him in your mouth. Then satisfied with him, you turned your body around to face Once-ler and he smirked as you lowered your face down to him. He too held onto your hair, and Oncie suddenly grabbed onto your hips and pulled you to him, and he ran his tongue along you as you were doing to Once-ler.

After a bit, all of you were satisfied, and tired and spent from the intense time you had all spent pleasing each other, you collapsed onto the bed with Oncie and Once-ler, snuggling close to both of them, falling asleep to their warm bodies surrounding you.