Deanna is lying in bed, snuggled into Beverly's side. They've been living together now for several months and things have been great though Beverly is still insecure about the relationship. She believes Deanna when she says that she's in it for the long haul. She just can't get it out of her head that Deanna might someday leave her for a man. That she's not really bisexual. That she is still in love with Will Riker. She tries not to dwell on her fears, just take every day as it comes, enjoy their time together, for however long it lasts.

Right now, she's not thinking about much. They've just made love and Beverly is enjoying the warmth of Deanna's body and the lingering heat inside. Deanna turns her head to speak.

"Oh, by the way, I talked to Will today."

Beverly feels her heart speed up. The last thing she wants Deanna to be thinking about after they've just had sex is her ex-husband. She forces herself to answer nonchalantly.

"Oh?"

"Yeah. He's got business in LA next week. Was wondering if he could stay here. You know, visit at the same time. If it's OK with you of course?"

"Of course it's OK. I would love to see him too."

"Good. That's what I told him."

Beverly takes a deep breath. She does love Will. She knows he's an important part of Deanna's life. She also knows that Deanna still loves him. Their divorce was more about their lives taking different directions than not wanting to be together anymore. She also knows that Deanna has slept with him on previous visits, before she and Deanna were dating.

"Dee? Do you want me to sleep in the extra bedroom while he's here?"

"What? Why would you do that?"

"Does he know we're living together? Not just roommates?"

"Of course he knows."

"Well, ummm, do you want to, you know? With him? Because if that's what you want…"

Deanna sits up and stares at her.

"Beverly! Why on earth would you think I want to sleep with Will?"

Beverly sits up as well and faces her.

"Because I know you did when he was here last. You still want him. You still love him don't you?"

Deanna sighs. "How many times do I have to tell you? I want to be with you! Will and I? Well that's complicated but I don't want to sleep with anyone but you. Do you believe me?"

Beverly shrugs.

"Do you miss it?" She asks.

Deanna furrows her brow. "Miss what?"

"You know. Being with a man. Is it different?"

"Beverly? Why do you want to know this?"

"I don't know. I just do."

"If I tell you, will you let it drop?"

Beverly nods. Deanna scoots herself back to lean against the headboard and Beverly does the same.

"Ok. Yes. It's different. For obvious reasons. Not better. Just different. Different feelings. Feeling full I guess would be the way to describe it."

"Does it hurt?"

"Sometimes. Not often. And not always in a bad way. Will is a lot bigger than you. Heavier. That makes a difference too. Being with you, everything is soft but with him it's harder."

Beverly giggles at that and Deanna's cheeks turn red when she realizes what she said.

"I mean, well that, and muscles, hands, beard, that sort of thing. There's a different need too. He can't just lie still, not the way it works I guess. No matter how slow, he eventually has to thrust. And hard too. It's, I don't know how to explain it."

"I think I understand. And thanks."

The women sit quietly for a minute, both lost in their own thoughts. Finally, Deanna has a question.

"Beverly, are you curious? I mean, are you asking what I think you're asking?"

Beverly shrugs. "I don't know. I mean, I guess it would be OK if you did want to sleep with Will. I just, maybe… maybe I want to be there too?"

She panics and quickly tries to back track. "Oh my God Deanna. I can't believe I just said that. I don't even know why I even thought it. If you think that's disgusting or weird or something, I'm sorry, just forget I said anything, please?"

Deanna stops her. "No. It's OK. I'm not opposed. Will and I talked about it a couple of times. We just never really looked into it. If you want to, I know Will would be OK with it. But this is all up to you. Because I meant what I said. I love you and I would never sleep with Will or anyone else unless it was something that you wanted to do."

Beverly nods. "I think so. I can change my mind later right?"

"Of course."

"Ok then."

"Great. I'll call Will!"

Will finishes his business on Friday afternoon and takes Deanna and Beverly out to dinner that night. Over the few days he's been staying with them, no one has mentioned sex. Deanna and Beverly have been sleeping in their bedroom and Will in the spare. If it bothers him, he has the wisdom not to say anything. He'll be leaving in two days and if this is going to happen, they need to talk about it. It's been like a giant elephant in the room. They've all been thinking about it but no one knows what to say. Over dessert, he finally takes a chance.

"So, ahem, so were you two serious? Or was it all some elaborate game to get me to come visit?" He chuckles nervously. Beverly's cheeks turn bright red and she stares at the table. Deanna glances at her then at Will, letting him know that Beverly is the one who needs to make the decision. Neither of them say anything and finally Beverly speaks.

"So how do we do this? Just all go to the bedroom or the couch or what?"

Will shrugs. "I don't know. Never really thought about it. What would work for you?"

"More wine?" Deanna jokes. "Seriously, do we need to plan this? I kind of assumed it would just happen. I guess not though. I'm not even sure who does what to who?" She giggles and Beverly's cheeks turn even brighter red.

"Well I guess we just play it by ear then." Will suggests. "Shall we?"

They get up and Will takes Deanna's hand while Deanna takes Beverly's. All three know that's pretty much how it's going to be.

Back at the house, Deanna pours 3 glass of wine and they all sit, Will in the chair and her and Beverly on the couch. The silence is uncomfortable when any other time they would have been telling stories and laughing uncontrollably. Finally, Deanna decides, if it's actually going to happen, someone has to do something to break the ice. She leans close to Beverly and kisses her. Beverly tries to pull back but Deanna doesn't let her. She deepens the kiss and Beverly gives in to it. Deanna's hand goes up Beverly's shirt and Beverly moans softly at the touch. Deanna glances at Will who is watching intently, his eyes dilated. She nods at him and he comes to the couch behind her.

Deanna begins to work Beverly's shirt up over her head. She checks Beverly's face, making sure she's still wanting to continue. Beverly looks terrified but she lets Deanna do as she wishes. When Deanna's mouth goes to her breast, she tangles her fingers in Deanna's curls and holds her close. Meanwhile, Will has wrapped his hands to Deanna's front and is fondling her breasts inside her shirt while he kisses and sucks down the side of her neck.

All three have committed now and things are becoming more and more passionate. Deanna pulls away.

"Not here. Come."

She pulls Beverly to her feet and kisses her again. She starts walking Beverly toward the bedroom and holds out her hand for Will to follow. She strips Beverly of the rest of her clothes then lays her on the bed while Will works the buttons on her shirt from behind. She shrugs the blouse and her bra off and turns to Will with a bruising kiss. Her hand goes to the button on his jeans and he steps out of those and pulls his shirt and briefs off. Deanna smiles and touches him while Beverly stares. Deanna removes the rest of her clothes and lays herself onto Beverly who accepts her weight with a groan. Will watches again for a minute while they kiss then kneels on the bed beside them. Deanna rolls to her back and strokes him again while Beverly lies across her with another kiss.

With another roll, Deanna turns to Will and takes him in her mouth. Beverly watches her carefully, fascinated by how she handles him, surprised at how less gentle she is. Will's eyes close and he moans in ecstasy. Deanna pulls away and looks to Beverly, asking what she wants? Beverly quickly shakes her head.

"No. I don't think…I can't." she whispers.

"It's Ok. What do you want me to do?"

Beverly nods at her.

"Are you sure?"

Beverly nods again. She watches again as Deanna pushes Will to his back then climbs on top of him, dropping herself slowly down. Will notices Beverly just sitting and reaches for her hand. He pulls her behind Deanna. She kneels between his legs and wraps one arm around Deanna's chest, her hand holding her breast. Will takes the one he still has and pulls it around the other side and between Deanna's legs. She pulls herself close and Deanna leans back into her, opening herself for Beverly's touch. Will watches as Deanna moves up and down his length in time to Beverly's fingers.

Deanna's breath begins to get choppy, her moves more erratic. Will has reached the end of his control as well and begins to thrust hard into her. With a strangled cry, Deanna goes rigid then falls back into Beverly who wraps her arms tight around her and holds her until she recovers. Deanna turns to her. Mindful of where her mouth has been, she asks, "can I kiss you?"

Beverly nods and accepts her, letting Deanna's hands roam her body. Deanna turns to Will. He smiles and waves her off.

"No. You. I just want to watch. If that's OK?" he says hoarsely.

Deanna turns back to Beverly with a smile and pulls her down to the bed next to her while Will moves to lean against the headboard, the blankets over his waist, covering his hands.

Deanna can feel Beverly's body quiver with every touch, every nerve in her body on fire. Will is completely forgotten as she turns her attention to Beverly's breasts, sucking, nipping and pinching. Beverly moans aloud when Deanna finally touches her fingers between her legs and again when she slides them inside.

It doesn't take long, in her weakened state, for Beverly to be teetering on the edge. Deanna pins her down and kisses her until she is breathless then pushes hard, finding the spot that only she knows. Beverly cries out and grabs at Deanna who slowly lets her down then builds her up again. This time Beverly reciprocates and they both come gently together.

The women snuggle together, under the covers, sharing Beverly's pillow while Will settles onto Deanna's. Deanna is asleep instantly, her breath caressing Beverly's cheek. Will rolls up on to his elbow and catches Beverly's attention.

"Beverly?" he starts, "I just want to make sure that you are really OK with this. I tried to ask before but well, I don't want you to feel like you were pressured in any way."

She smiles at him. "Thank you. I'm OK. I wanted to. Who knows, maybe we could even do it again someday."

He nods then looks down at Deanna. "She's beautiful isn't she?"

Beverly nods. "Will, I don't want you to think that I did anything to, you know, prevent you two from being together."

He smiles. "I know. Deanna and I, well it's complicated. But this is what's right. For all of us."

Beverly nods.

"And Beverly, Deanna talked to me about some things. I just want you to know that she loves you. You are everything to her. She would never, will never cheat on you. Not with me. Not with anyone. And I would never ask her to. Please believe that. You are all she needs."

Beverly blinks back tears. "Thank you Will," she whispers.