Napoleon smiled. He arched his back and stretched his arms to their limit. Suddenly a pair of teeth bit his chest. He jumped.

"Ow!" he shouted, "Damn. If you're that hungry, I'll fix breakfast." He rubbed the spot.

"That's what you get for waking me up," Mandy said.

Napoleon pulled her naked body on top of his and lifted her face for a kiss. Their lips were almost touching when he stopped and looked at her.

"Do not bite my lips," he said sternly.

His lips pressed to hers. Her mouth open, she gently accepted his tongue and sighed at the taste. As he pulled it back she playfully bit the end.

Napoleon's hand came down fast and hard on her ass cheek. She squealed and jumped against him.

"Hey you said lips..You never said anything about your tongue!"

Mandy climbed off the handsome agent and went into the bathroom. She looked at her ass. His hand print was large, red and throbbing on her body.

"Damn you Napoleon Solo," she shouted, "I didn't do anything to you to warrant this." She leaned out of the door and looked at him. "Next time I'm sucking that crouch monster of yours, you better wear a steel condom on it."

Napoleon playfully jumped off the bed and ran towards her. She just stood there and looked at him. He stopped in his tracks. He looked at her expression. She was serious. He had hurt her. Solo put his hands carefully on her shoulders and turned her around. He gritted his teeth when he saw the print. He pressed his face against the back of her head and kissed her.

"I am so sorry," he said, "I didn't realize I slapped you that hard."

"You've been slapping Illya so much, you don't realize anything," she said, sighing, "It's alright. What time is he due back anyway?"

"Not until four," Napoleon said pushing her from in front of the mirror, She pushed back in. "I wonder what happened? His assignment only lasted week, but he had to take three."

"Didn't Mr. Waverly say he was hurt or something and needed time to recover?"

"Yes, but two weeks to recover? And when I called him to see how he was feeling, he wouldn't talk to me." Napoleon pushed her aside again and looked in the mirror.

"Maybe he was just tired," Mandy said.

They showered, dressed and went to the kitchen. Napoleon sat their plates on the bar that separated the kitchen from the living room. He leaned on the bar and looked at his home. What would his Aunt think if she saw the place now? She had left him the place, lock stock and barrel. Free and clear. It use to be a two bedroom, two bath penthouse. When Illya and Mandy moved in he added an extra bedroom and bath. But he loved the arrangement.

Mandy had been Napoleon's off and on, so to speak, lover for years. They had been making love when Illya, depressed at a failed relationship walked in on them. He joined them in the bed and they all three had the time of their lives. Next day they decided to move in together. Napoleon came up with the idea of converting the penthouse. Everyone had their own rooms and bathrooms. If Napoleon and Mandy wanted to be alone together, Illya crashed in his room. If Illya wanted to be with Napoleon, Mandy would stay in hers. Nights all three wanted company they alternated rooms.

Mandy was surprisingly adept to the entire situation. Until she met Napoleon there had never been anyone in her life who loved her. She had no family of her own. But when she met Napoleon that all changed. She was nothing like the women he had dated before as far as looks went, but he felt something strange in his chest the first time he saw her. Introductions, long talks, walks thru the park and eventually he took her to his bed. The love was overwhelming to the handsome agent. And an experience he had never felt with the others he had been with. Even when he would stray, she forgave him and took him back without hesitation. Then when he and Illya became bed mates, the thought intrigued her. She sat quietly a watched them once, feeling between the men what she felt for them. All three were comfortable with the situation and wouldn't have traded it for the world. They felt safe with one another.

The last few weeks had been a strain on everyone. Napoleon had been sent on one assignment, Illya on another. Solo returned to find out that Illya had been hurt and wouldn't be home for two weeks. Waverly was not at liberty to divulge the nature of Kuryakin's injury. But Solo knew it had to be bad for his partner to need that much time.

Napoleon cleaned up the dishes and kitchen. Mandy made the rounds in the bedrooms. She made sure all the bed linens were clean and crisp. The rooms were dusted and the bathroom's restocked with fresh towels. She checked the bed side tables to make sure there were plenty of supplies on hand.

The morning dragged by. Solo looked at the clock. It was only eleven thirty. His body was about to explode. He sat down on the sofa and rubbed his hand over his eyes. Mandy walked in. She smiled as she looked at him. The woman walked over and knelt down between Napoleon's legs. He felt her hands slide from his knees, up his thighs and she began to unbuckle his belt. Solo reached down and touched her cheek as she opened his trousers and moved his underwear away.

"He won't be here for four and a half more hours," she said, a loving tone in her voice, "You need to relax."

Napoleon gasped as she slid her mouth over his hard member. He felt her mouth suck him in and hold as her fingers gently squeezed the hard shaft. She felt him shake at the sensation. Her mouth moved up and down on his large cock. Napoleon put his hands on her head and held her steady. He laid his head back over the back of the sofa as she began to pump his body harder. She stopped and looked up at him. Mandy slid his pants further down and opened his legs more. He felt her rub her fingers over his member into the pre seminal fluid building there.

He gasped and jumped slightly as her fingers purged his body. He felt the soft stroking motion deep inside his body. Her other hand took his thick penis and held it steady as her lips moved towards him again.

"Napoleon," she said softly, "Don't hold it back."

She slid as much of him into her mouth as she could hold. Her fingers gave his prostate a hard prolonged rub. Her mouth sucked him in. Napoleon's body began to shake; small flashes of light clouded his vision. His hands held her head steady as he climaxed, calling out her name as he filled her mouth.

Mandy swallowed the wonderful fluid, a sign of just how much she did love him. She sat back and wiped her hand over her mouth. She saw his chest heaving as he tried to breath after the amazing sensation he had just experienced. Mandy stood up and gently kissed his lips. She smiled. His mouth was dry. She went into the bathroom and got him a towel to clean up with.

The woman sat down next to him as he cleaned himself up and fixed his clothing. Napoleon's head flopped over on her shoulder. She smiled and wrapped her arm around his, clutching his hand. She felt his fingers tighten around hers. Mandy turned her face and kissed the top of his head. She nuzzled down beside him.

"I love you, Napoleon," she said sweetly.

His fingers squeezed hers once more.

"I love you too, Mandy," he said, his voice still weak.

The day dragged by. Mandy went into the kitchen to start dinner. Napoleon was out picking up a few items. He came home to the most wonderful smells, from the food and the company. Solo put his things away and sat a bottle of premium Vodka on the bar. Mandy smiled and shook her head.

"Don't know how well that will go with dinner," she said.

"Illya could drink this stuff with dog crap and never know the difference."

Mandy gave him one of her "what the hell kind of comment" looks. Napoleon felt it in the back of his neck. He walked up to her and slid his arms around her.

"I'm not saying your cooking is…," he started.

"You have a delightful way of putting that size thirteen foot in that size ten mouth," she said giving him a peck on the cheek.

Napoleon helped her with the rest of the food. They set the table. Solo glanced at the clock. It was ten till five. He looked again. Then he checked his watch. Even Mandy was concerned now. She went back to the kitchen to get the rest of their food. The woman was sitting the food on the table when they heard a key in the lock. Napoleon and Mandy smiled at one another. Finally, Illya was home.

They started towards the door as it opened. Mandy ran into Napoleon's back as he suddenly stopped in his tracks. She felt him shake. The woman stepped around him and looked at the figure in the doorway. She felt her heart move to her throat.

Illya stepped inside the apartment. His body was thinner than normal, his face ashy in color. His beautiful blue eyes were dull and grey; his hair lay flat and lifeless on his head. He looked like a good breeze could have blown him down the hallway. For a few moments they all just stood and looked at each other. A tear fell on Illya's cheek

Napoleon stepped up to him and wrapped his arms gently around the man. He felt Illya shake in his arms. The blond pressed his face to his friend's chest. Mandy walked up behind Illya and closed the door. She carefully leaned against his back; her hand softly brushed the back of his head. She looked up at Napoleon. What had happened to him?

"Great to have you back, partner," Napoleon said, kissing the top of Illya's head.

They helped the Russian to the sofa and sat down with him. Illya took a deep breath, pulling in the smells of home. He felt his stomach knot. He was hungry but eating made him sick. He avoided looking at either of his friends, but Napoleon in particular. The Russian could feel Solo's strong hands on his shoulder as they sat. He saw Mandy take his hand and give at gentle squeeze.

"Dinners ready," she said tenderly to him, "Are you hungry?"

"I just want to go to bed," Illya said.

"That's fine," Napoleon said, concerned, "You need to rest. We'll save you some in case you get hungry later. I can't tell you how happy I am that you're back Illya." He pulled Illya's head to his shoulder and kissed his forehead, his hand pressed to the side of the blonde's head. "I love you so much." He felt Illya shake.

Mandy saw a tear in Napoleon's eye. It broke her heart to see them both like this. Solo helped his friend off the sofa and into his room. Illya sat down on the bed and sighed.

"Want me to run you a shower?" Napoleon asked.

Illya started at the floor. He shook his head no. Napoleon stood and looked at him a few minutes and then he walked back out, shutting the door behind him. He leaned against the doorframe listening for any sounds from inside the room. Solo walked over and picked up his partner's bag and went back to the door. He turned the doorknob. It was locked. He sat the bag down and walked over to Mandy.

Mandy was sitting on the arm of the sofa. Napoleon stepped up beside her and they both looked back at the door. She slipped her arm around Solo's waist and pressed her face against him.

"He just needs to rest," she said, trying to convince herself as well, "He'll be fine in a few days."

They both just sat and picked at their dinner, worried about Illya.

Three days had passed. Illya ate very little and spent most of the time asleep or just laying in bed staring at the wall. Napoleon had gone back to work. Fortunately nothing was going on that he needed to take care of, so he was generally home by five. Mandy didn't work. Napoleon and Illya had both insisted on that. She was to take care of the home they all shared and of course them. She tried to get Illya up and around but nothing worked. Then a thought occurred to her. She went to Illya's room.

Mandy walked in just as Illya emerged from his shower. Her hand went to her mouth when she saw him. Illya tried to hide his naked body from her, but it was too late. She had seen what the THRUSH had done to him. The woman went to him and wrapped her arms around him. Illya fell to his knees, his cries ringing thru the apartment. He held her tight.

"Oh my god, Illya," she said hugging him, "Sweet, sweet Illya. Those THRUSH bastards."

She helped him up and over to the bed. He turned his face away, but her fingers pulled him back to her. She kissed him. Illya held her face and kissed her back. It was a kiss of pain. She felt his lips fall from hers. Mandy gently stroked his hair as she held him.

"Napoleon needs to know," she whispered to him.

"No..No, I don't want him to find out," Illya cried, "I would rather have him think I…."

"Napoleon will understand," Mandy said sternly, but softly to him, "He loves you Illya."

"But I can't love him back now," Illya said looking down at his body, "Or you either."

"I'm not talking about sex," Mandy said, "If that's what you love about Napoleon then maybe you should go."

Illya looked at her.

"And as for me," she continued, "I love your heart, Illya. The way you make me feel when you smile at me, when we're dancing to one of your jazz records. The way you have of cheering me up when I get depressed, although those times usually fall at Napoleon's expense. I love just lying next to you, nuzzling your chest hair. How many times have we slept together and not had sex? Way more the other times, Just to feel a warm body to lie next to."

Illya looked at her. Every word she had said was true. He knew it in his heart. Napoleon wasn't going to throw him to the wolves. And where the sex was great, it wasn't the only thing he loved about his partner. As with Mandy, there had been numerous times he and Solo had slept together without sex ever even entering the picture. But how could either of his lovers bare to touch him now? He looked into her eyes. She saw something she had never seen before. Fear. Illya Kuryakin, U.N.C.L.E.'s second best agent, fearless, loyal, ready to lay down his life for another was scared to death. She touched his face and pulled it to hers.

"Would it be easier if I tell Napoleon?" she asked.

"Tell me wha….." Solo said as he stepped in the door.

The words caught in his throat as he looked at poor Illya. He fell to his knees. Tears fell on his cheek as he saw what the THRUSH had done. His friend, his partner, his lover. The dirty THRUSH had taken everything from him. They had castrated the Russian. Napoleon made it back to his feet and over to Illya. He held the man so tight it actually made it hard for Kuryakin to breath.

"This is all Waverly's fault," Napoleon cried, "If he hadn't separated us, I would have been there to stop them."

"If you had been there," Illya said, "It would have happened to both of us."

"Are you in any pain?" Napoleon asked looking at him.

"Not really pain," Illya said, "As much as shame. I don't feel like a man anymore."

He felt Napoleon's strong hands caress his shoulders and back. A second pair of hands slipped around his chest and held him.

"What do you think Napoleon?" Mandy said, "He feels like a man to me."

"Me too," Napoleon said

Illya took each of their hands and put them on his flaccid penis. He felt their tender caress.

"Yep, definitely man," Mandy said.

"My deduction as well," Solo said.

Illya couldn't help but make a small laugh. He looked at his lovers. They each kissed a cheek and held him. Napoleon raised an eyebrow and looked at Mandy.

"Yep?" he said, "You've been watching those Gary Copper movies on tv again haven't you?"

Mandy reached around and slapped the back of Napoleon's head. Illya laughed again. This time a bit stronger. He choked back his tears.

Over the next few days, Illya found his appetite again. His color was returning to normal. Mandy loved having him around during the day. He would help her with the work. He was still on leave from work but Napoleon was off on assignment.

One evening, Illya was laying on his bed reading. Mandy stuck her head in the door to say good night. He laid his book down and looked at her. He didn't need to say anything. She could see the longing in his eyes. Mandy walked in and shut the door.

The woman walked over to the bed and sat down beside him. Illya slid his hand up under her untucked shirt. He felt her skin tremble as he touch her. Their lips met in a passionate kiss. She pressed her tongue to his lips and he took her in gladly. Illya began to unbutton her shirt. He slid the garment away and sat back looking at her. He knew that around the house she never wore undergarments. His hand touched the tender skin of her breast and he heard her sigh as his lips found her nipple. She swelled in his soft hand.

Mandy unbuttoned his shirt and slid it away, never breaking the rhythm of his gentle sucking of her breast. She sighed as her hands brushed across the soft hairs of his chest. Illya looked up at her. His hand slipped inside her jeans and he felt the moistened hair against his fingers. He laid her back on the bed and slid her jeans away. Mandy felt her body come again as his lips found her inner thigh. Illya gently lifted her leg over his shoulder and moved his face to her, taking the tender skin in his teeth. She gasped as he slipped a finger inside her. Once more her hot juices filled his mouth. She heard him sigh.

Illya sat up and looked at her. He began to pump his fingers faster inside her. He heard her panting for breath, her back arching then relaxing, then again. She reached up and pulled his face to hers in a wild passionate kiss. His fingers kept up their gentle pounding. Mandy ran her hands down his body.

"Illya, make me cum," she cried out, "Oh god, make me cum."

Illya laid his head back down on her thigh and pumped her faster. He watched her back arch again. She screamed his name out in sheer ecstasy as her body exploded in his hand. Her body trembled uncontrollably as she lay back down. Tears fell on her cheeks from the pleasure he had just given her. She watched as he removed his hand and began to suck the creamy fluid from his fingers. His hand clean, she watched him gently spread her legs.

"That's all there is," she said, gasping. She smiled at him.

"I just want to be sure I didn't hurt you," Illya said.

He leaned over and kissed her lips. His kisses followed to her cheek, neck and he gently cupped her swollen breast kissing each in turn. They went into his bathroom and showered. They changed the sheets on his bed and once more their naked bodies lay down together. She felt his strong arms wrap around her. His sweet breath traced across the back of her neck. She pressed back against him.

"I love you, Illya," she said.

She felt him tremble. Mandy turned her head to the side. She could just barely see him behind her.

"And you really do, don't you?" he said, a shake in his voice.

She rolled over and looked into his eyes.

"Yes I do," she said. She kissed the bridge of his nose and snuggled her face against his chest.

"I love you too," he said as he felt her slowly fall asleep in his arms.

"And I love you both," Napoleon's voice whispered in the dark.

Illya felt a hand on his hair. Napoleon bent over and kissed his partner, then he kissed Mandy's forehead. Illya looked at him. Solo smiled and sat down on the bed behind him. Illya leaded back slightly, not wanting to disturb Mandy. She pressed her face against his chest and sighed.

"Watch out for her," Napoleon quipped, nodding towards Mandy, "She bites."

"Only people name Solo," Mandy mumbled half asleep.

"Illya Nickovetch Solo?" Napoleon said smiling.

Illya felt her teeth gently encircle his nipple. But to his surprise she gave him a gentle kiss.

"Doesn't count," she said yawning. She sat up slightly, the blanket falling down her naked body.

Napoleon looked at her and smiled. His hand found the tender underside of her breast and she sighed at his touch. His palm slid gently around the soft fleshy tissue and she reached out taking his arm with her hand. Illya looked at him as Napoleon leaned down for a kiss.

It was wonderful to feel Napoleon's moist lips pressed to his again. It was a sensation he had always held dear and missed in the last few weeks. Illya felt his tongue press against his own lips and opened his mouth, taking Solo in. He slid his free arm around Napoleon's barrel of a chest and held him pulling him closer. Illya felt Solo's powerful erection press against the outside of his thigh.

Mandy smiled as she watched her two lovers. It had been too long since things were like this. She moved Napoleon's hand from her body and laid it gently against the back of Illya's shoulder. She rubbed her hand against his blond hair and slipped from the bed. The two men stopped and looked at her.

"Don't go," Napoleon said, "We need a chaperone."

"What good is a chaperone who is naked and in bed with you as well?" Mandy asked.

"Alright then, a referee," Illya said smiling.

Mandy went back to the bed and kissed them both passionately. Her hands lay tenderly against their cheeks as she looked at them. She wanted nothing more than to climb in with them but not tonight.

"I want you two to have tonight; I'll see you in the morning," she said.

Illya watched as she helped Napoleon undress. Her hands caressing his body as she removed his suit jacket and shirt. Solo sat on the bedside chair and slipped off his shoes and socks as she pulled his undershirt over his head. Mandy leaned over for a kiss. Napoleon's lips moved from hers down to her breast and her stomach as she stood back upright. The woman looked at them.

"He's all yours," she said smiling at Illya. She walked out and went to her room.

Napoleon slipped off his trousers and underwear. His hard cock eager to find a target, he moved onto the bed with his partner. Solo sighed as he felt Illya's hand envelope his erection. He could just see the Russian's blue eyes in the semi dark room. Solo reached over and turned the dimmer switch up so he could see his lover better. His hands took Illya's face and held him as their mouths found one another again. Hands touching, bodies rubbing against each other mouths seeking out hidden spots not explored for awhile.

"Napoleon, I want to feel you inside me," Illya whispered in his ear, "I..need to feel you inside me."

Napoleon looked at the face staring at him. He rolled over and opened the nightstand drawer taking out the special lube that Illya always used. Warm to the skin, the scent of cinnamon filled the air as the Russian took the tube and applied its contents to Napoleon's hard shaft. Solo moved his body over Illya's, looking down into the two crystal blue eyes he loved so much.

Napoleon's penetration was slow, letting his partner readjust to his thick member after such a long absences. He pushed against Illya's body and heard the man gasp with delight at the feeling. They would normally go at each other like crazy, bodies pounding into bodies. But tonight Napoleon wanted to savor every minute of the experience. And Illya was glad. Solo slowly thrust his body into the blonds, his one hand behind Illya's neck just at the base where his neck and shoulders met. The other hand touching his face and pushing back the shaggy blond hair. The feeling was intense. Both men cried out in sheer exhilaration as their love making continued.

Mandy could just hear them in the next room. Her body ached to be in there with them, but this had to be their night. She loved them both so much and wanted so badly for things to get back as close to normal as they could. A smile crossed her face as she thought of Napoleon's ample body inside the Russian. She could see Illya's face as his partner made love to him again. She rolled over and fell asleep.

Napoleon's climax was powerful and draining. His arms were weak as he tried to support his body over Illya's without totally collapsing on him. Beads of sweat on his forehead were brushed back by his partner. Solo leaned a bit closer to Illya resting his arms on the bed. Kuryakin pressed his lips to Napoleon's neck. He felt the sensitive skin ripple at his touch. He smiled and bit the skin. Napoleon gasped as Illya drew the blood to the surface without breaking the skin. He laid his head back and looked first at the mark he had left, then into Solo's eyes.

"You've been hanging out with Mandy too long," Solo said.

Illya smiled and took a deep breath. He made a small moan as Napoleon slid out of him. Solo went into the bathroom and cleaned himself up. He was in desperate need of a shave but that could wait until morning. He looked at the mark on his neck and smiled. He didn't mind as much as he let on. He walked back into the bedroom and saw Illya standing beside the dresser looking for more clean sheets.

"Let's find somewhere else to crash," Solo said.

Mandy was fast asleep when she had the strange sensation of movement. Earthquake? Couldn't be. Not in New York. She sleepily opened her eyes to see Napoleon staring back at her. It startled her at first, and then she felt Illya's strong muscular body move in behind her.

"We, ah, made kind of a mess in Illya's room," Napoleon said.

"No more clean sheets," Illya added.

"What about your room?" she asked Napoleon, playing.

"Well, we don't want to be alone then," Napoleon said.

"How can you be alone if you're together?" Mandy said, knowing it was frustrating them both.

"Look," Illya said, "Can we sleep with you or not?"

Napoleon and Mandy both looked at him. Illya's face blushed. Mandy kicked the covers down and felt them climb into the bed. Napoleon pulled the blankets back up. Mandy sighed as they both pressed against her. The warmth was incredible. She moved one leg up between Napoleon's thighs as Illya's body spooned to hers. She heard Solo make a soft laugh.

"What?" Mandy asked.

Illya lifted his face and looked at Napoleon.

"I was just thinking. Lying together like this," Solo said, "Mandy is like that soft cream in the middle of an Oreo."

"I love that stuff," Illya said. He smiled.

Mandy's eyes widen. Before she had a chance to move two sets of lips and teeth found her. Solo pressed to her neck, Illya to the back of her shoulder. The marks left were made with love. After they were done she kissed each one good night and they settled down for the night.