A/N: This is a female!slytherin!Harry fic. Also, Severus is a pureblood and Lucius is teaching Dark Arts. Tom Riddle is Headmaster. Dumbledore is dead.

A/N 2: This is a reworking of my previous story, which I have deleted. There will be a lot of smut with a bit of plot thrown in. This is also being posted on A03 under the pen name luna_astraea.

Callisto Astraea Potter sat in her favorite seat by the window, charmed to allow you to see into the lake, furthest from the door in the Slytherin common room. She was waiting anxiously for eleven to arrive so that she could meet with her lovers.

It had been six months since their relationship had begun and at times she wondered why they had chosen her of all people, a fifteen year old halfblood with no family to speak of. She was not exactly what some pureblood purists would consider a catch.

Her mother Lily and her father James had died a mere three months after her first birthday. She had been taken in and raised by her godfather Sirius Black.

Sirius was a changed man after the death of her parents. The days of pranks and laughter were a thing of the past. Any joy he felt at such things had died with James, Lily and Remus on that fateful night.

Now, he buried himself in his auror work and rarely took a moments break from it. Taking care of his orphaned goddaughter, once his top priority, had become but a distant memory. The house elves had taken care of most of her basic necessities almost as soon as she arrived, and all too soon, she had learned to take care of herself, very seldom coming into contact with her godfather at all.

When they did have the chance to meet, conversation was stilted and the atmosphere tense. He would ask about her schoolwork and make the appropriate comments before he would make some excuse to leave. He never once looked at her, her face a painful reminder of what he had lost.

Shaking loose the memories Callisto cast the tempus charm and saw that it was five minutes till eleven. Getting up she walked into the bathroom and stood before the mirror, taking in her appearance. She stood at 5'6, not too tall or too short. She was slender with a small waist, gently rounded hips, a firm bum, long legs, and perky c-cup breasts. Her long black hair fell in cascading waves to her hips and her eyes were chips of emerald. With perfectly smooth, unblemished alabaster skin, she was undeniably beautiful. She had changed out of her uniform into a sleeveless crochet-lace scalloped dress with a V-neck and back. It came to just below her knees and was ivory in color, setting off her eyes and hair quite nicely. Not that she would be wearing it long.

...

Arriving in front of Severus' quarters at exactly eleven o'clock, Callisto asked the portrait of Euripides, the three-headed runespoor, to inform the potions master of her arrival.

Almost immediately the door swung open and in front of her stood the two most gorgeous men she had ever laid eyes on. While they were both tall and broad shouldered with well-defined muscles. But that was where the similarities ended. Severus was thirty-four with shoulder length hair black that was loose around his face. His face was square with a jaw that could chisel granite; he had thin pink lips and a straight nose and eyes of pure onyx. Lucius on the other hand had icy silver-blue eyes and straight platinum hair that was tied loosely with a ribbon and fell to just below his shoulder blades. He had a triangular face with aristocratic cheekbones and full lips sitting above a strong chin. He was two years older than Severus, at thirty-six.

They were sought after by many of the students, both female and male alike. How it was that both of them had remained unmarried all these years was a mystery to many.

Stepping aside they allowed her entrance to the room. Lucius laid a hand on her lower back and guided her to into the living room. Coming to a stop in front of the armchair he bent his head down to capture her lips in a hard kiss. Winding her arms around his neck, she tilted her head to the side, trying to deepen the kiss. Granting her silent request he thrust his tongue between her lips. A whimper escaped her as he licked the roof of her mouth, sending shivers down her spine. Pulling away as the need to breathe grew more pressing, he gave her one more peck before taking a seat and pulling her down to sit upon his lap.

"You are looking beautiful as ever, my dear." Lucius asked.

Callisto, with her face still quite dazed, blushed prettily at the compliment.

Lifting her head Callisto licked her lips and fluttered her lashes at her potions master. Taking the invitation for what it was he swooped down and devoured her mouth. Lucius was slowly sliding one hand up her thigh while the other slipped down her dress. Severus cradled her face in his hand and with his other, lifted her up so that she was on her knees. Lucius took the opportunity to slip her dress from her shoulders, planting open mouthed kisses as he went. Taking her breasts in his hands he began to kneed them gently, pulling at the taut nipples until she was squirming above him. Twisting them both between his fingers he heard her gasp as a broken moan escaped her.

"Luc, more, please." She begged.

Not one to refuse such a beautiful request, Lucius helped her to stand, her dress falling to the floor unnoticed, before standing, himself. Swooping her up in his arms he carried her to the bedroom, Severus only steps behind. Laying her among the blankets, clothed in only a pair of white lacy panties, both men were achingly hard beneath their trousers.

Stripping off their clothes they joined their exquisite young lover on the bed. Severus reached her first and kissed his was up her body. Stopping to nip at her breast he sucked her nipple into his mouth. Callisto panted and wound her fingers into his hair, pulling him closer to her tit.

"Oh! Uuhhnnn... Severus! Yes... So good..." She babbled between moans.

Lucius, not one to be left out, slid on the other side and slid his hand up her leg till he reached the edge of her panties. The crotch of them was already soaked through with her juices. Rubbing his fingers along her covered slit, he massaged her pussy through the lace, feeling even more wetness seep out at the action. Tiring of having them in the way, he slid them down her smooth, slender legs and tossed them away, before making his way back towards her heat.

He slid long fingers along her slit, before one fingers before teasingly dipping inside her hole. Bringing his thumb up to rub at her pulsing clit, Lucius slid one finger deep inside her. She was wet enough that she barely felt the intrusion. It wasn't until a second finger was added that a long moan was drawn from her lips.

Severus removed her nipple from his mouth with an audible pop before moving on to the next one. Nipping the firm pink bud with his teeth, he teased it with the tip of his tongue and, pausing to pull back to look at the swollen red bud, he dove back down and drew her tit into his mouth, sucking with a voracity that had her arching her back off the bed.

Callisto was nearly incoherent with pleasure, with Severus devouring her breasts and Lucius was fucking her with his fingers, working her pussy open, it was a wonder she was able to think at all. She whined as she felt Lucius remove his fingers from her cunt, not enjoying the empty feeling it left behind.

Lucius shushed his young lover and moved to spread her legs wide and situate himself between them. Rubbing his long thick cock along her wet slit, dripping with her own slick juices, he pushed the tip of his cock inside her, dipping in and out before shoving in, in one powerful thrust, up to the hilt, until he felt his heavy balls come to a stop against her arse. Pulling out all but the tip, he pulled her legs over his shoulders and slammed back inside her wet heat, loving the way her tight walls gripped his thick cock like a glove. He relished in the moans he drew from those sinful lips with each thrust.

Severus, after removing himself from her delectable breasts, moved upward, until his thick, veiny cock was level with her mouth. Sucking him inside her mouth, she drew a deep groan from the potions master. He held her head in his hand as he began fucking her throat in earnest.

Callisto couldn't decide whether to moan, or groan or whimper as she was fucked from both ends. Lucius brought his fingers down to pinch and pull at her clit as he hammered into her, drawing a whine from her as she felt her orgasm drawing nearer. The lewd, wet slap of his balls against her arse had her quivering and the potion masters cock slipped from her lips as she begged for him to fuck her deeper, harder.

"Uuuhhhhhh... Merlin, Luc please! ahh aaahhhhh... yes... deeper..."

Digging his fingernail into her clit Lucius gave one particularly hard thrust and felt her walls clench down on his cock with the force of her orgasm. After several minutes of steady thrusting, his hips stuttered as his balls drew up tight, ready to release. A few more deep thrusts and Lucius was cumming inside her, drenching her insides with his come before finally withdrawing from her dripping pussy. He moved to lie on the bed beside Callisto, allowing Severus to take his place.

Severus flipped her over onto her hands and knees and moved until the head of his dick was pressing into her cunt. Sliding in, in one swift thrust, his hands held onto her hips as he repeatedly slammed into her. The tip of his cock was pressing against her cervix in a most painfully pleasurable way, drawing a gasp and a litany of "oh, yesses" and "Uunnhh, Sev more!" from her, each time it hit.

Lucius got to his knees in front of her and grabbed a handful of her hair before sliding his spent cock between her lips.

"Clean it off." He ordered.

Moaning at the taste of their combined juices Callisto dutifully licked his cock clean.

Severus slid his hands from her hips up to her breasts, he grabbed one in each hand and squeezed them tightly in time with his thrusts. One sharp twist of her throbbing nipples and she was cumming again, the force of it almost forcing the hard cock from her pussy. Severus, not allowing that to happen, shoved his cock in deeper and held himself there as her orgasm rocketed through her, pulling away at her nipples all the while.

Several minutes passed and as she finally came back to reality, Callisto felt his thrusts become unsteady, before finally, he was cumming inside her. Removing his cock, Severus spread her arse cheeks to watch their combined juices overflowing from her wrecked pussy.

Burying her face in the bed, Callisto whined as he slid his fingers through the wetness, trying in vain to push their cum back inside her. Withdrawing his fingers from her over sensitized cunt, he pressed a kiss to her back before moving to lay down on the opposite side of her.

"All right Kitten?" Severus enquired.

Callisto dazedly replied, "I'm absolutely wonderful."

Both men chuckled at that and kissed her once more.

Callisto smiled sweetly and moved over slightly so that she could lay her head on Lucius' smooth, muscular chest. Pulling Severus to spoon behind her, she soon fell asleep, tucked tightly between them.

A/N 3: If anyone has any ideas/suggestions let them be known. Thanks for reading. Please be so kind as to leave a review.