A/N - This was written for Tumblr's OT3 week, and is the story of Zi Shepard's first night with Kaidan and James. It's NSFW, so avert your blushing eyes if that kind of thing isn't for you. Otherwise, enjoy! (Coverart is by Limpstrella)

Zi's heart pounded in her chest, a nervous throb against her ribs, as she led Kaidan and James into her cabin and locked the door behind them. The lights were dimmed, the fish tank burbled quietly, and the skylight above her bed cast the room in a faint starry glow. Excited and terrified, she paused by the stairs, unsure what to do next.

It had been her decision to bring the boys here from the docking bay once they made the decision that, yes, they wanted to be together, and yes, they wanted to spend the night together. But as her eyes fell on the king sized bed that seemed to dominate her bedroom and scream out its presence, her footsteps faltered and she swallowed nervously. What if it all went horribly wrong?

What if James got insecure again?

What if Kaidan got jealous again?

What if this was all a big mistake waiting to blow up in her face and she lost both of them?

An arm slid around her waist, firm and muscled, and James stepped into view. His dark eyes were warm and happy, and some of the tension in her body faded as he reached up and cupped her cheek, his touch gentle, almost reverent. Behind her, Kaidan stepped closer, his body brushing hers as he linked his arms around her waist too; sliding his arms either side of James'.

"You okay, love?" His murmured, his husky voice sending shivers down her spine.

"I think so," Zi whispered, not wanting to speak too loudly in case she broke the spell that had fallen over them. "Just a little nervous."

James' hand froze on her face and he frowned slightly, some of the happiness fading from his eyes. "If you're having second thoughts, we can stop," he said softly, though Zi had the feeling he didn't want to stop, that he was holding his breath and hoping she wouldn't change her mind.

"No, I want this," she smiled and leaned against Kaidan, his chest warm and reassuring against her back as she met James' eyes. "I do, I'm just nervous. I've never done this before."

Kaidan chuckled. "Me either. We'll bumble through."

James' grin was a little cheekier. "I've had a couple of wild nights before, but never with people I love, so this is a first for me too, and I do love you, you know." His eyes slid behind her to Kaidan. "Both of you. And I want to make this work."

Kaidan's arms tightened around her. "Just let us know if it gets too much and we'll stop, okay?"

Zi nodded. "Thank you, but I won't want to."

"That's my girl," he breathed the words so quietly she knew James' wouldn't have heard them, and his hand squeezed her hip lightly.

She took a deep breath and moved towards the bed again, the boys moving with her, letting her guide them and take things at her own pace. It helped to know there was no pressure hanging over her to go through with anything tonight if it did get too much, though she knew she didn't want to stop. Nerves were normal, and the butterflies dancing in her tummy weren't unpleasant in the least; they were exciting.

Zi kicked off her shoes, and with a grin she flung herself onto the bed. She peeled off her shirt and wriggled out of her BDU bottoms until she was sitting in her bra and panties. Her body felt like a live current was running through it, part nerves, part excitement, and part arousal, and she bit her lip in anticipation as the two men stared at her with identical expressions of arousal and need. Kaidan's eyes flickered blue as his biotics flared slightly at the sight of her on the bed, and he smirked as she reclined back on the pillows.

"Jimmy?" Zi looked over at the younger marine and reached a hand towards him, curling her finger in a come hither gesture.

A broad grin danced across his face at her invitation to join her, and he pulled his shirt over his head in a smooth movement, dropping it to the floor and removing his pants and boots just as easily. Seeing the wide expanse of bronzed skin stretching across his chest and the wonderful dark smudges of his tattoos brought a smile to her face, and she wriggled happily as he crawled across the bed towards her, his muscles bunching and coiling under his skin.

Her breath caught in her throat as James moved up between her legs, a wolfish expression across his face as he paused to kiss her inner thighs, his lips warm and soft on her skin. He rolled his brown eyes up to watch her expression, and Zi whimpered at the touch of his mouth on her body. He was gentle and sexy, exactly as she'd known he would be.

She arched her back and relaxed back on the bed as he kissed his way further up her body; along her hips, stomach, between her breasts, his breath tickling and sending tingles of excitement shooting down her spine as his mouth ghosted along the column of her throat. His scruff scaped against her skin and sent a surge of excitement through her, and she gasped and reached for him.

It came as a surprise when another pair of hands caught hers, and Zi opened her eyes to find Kaidan looming over her, his eyes flickering and dancing with flecks of biotic blue. He kissed her, his tongue sliding alongside hers in a swirl of velvety heat, tasting of whiskey and ozone, and she groaned into his mouth. She lost herself to sensation then. To the feel of hands and mouth on her body, to kisses and caresses, and to the feel of Kaidan and James as they moved around her; licking, sucking and pressing love bites and kisses to every square inch of her body.

Time melted away and became unimportant as she touched and kissed them both in return, exploring James' body with Kaidan, lost in a world of sensation and pleasure. It didn't feel wrong or frightening in the least. Being with them both felt right, more incredibly right than anything she'd felt in her life, and she let herself sink into the wonderful sensations they were providing until it almost overwhelmed her.

"Lola?" A hand slid over her bare shoulder, fingers gentle and teasing. "Still with us?"

It was an effort to open her eyes through the waves of pleasure coursing through her body, but somehow Zi managed. She opened them the tiniest of cracks to see James watching her with a smile, and then she let them drift shut again, whimpering as Kaidan moved between her legs and ran his thumb lightly over her the material of her panties; teasingly tracing patterns over her sex.

"You're going to kill me," she whimpered, her fingers curling into the mattress and nails biting into the sheet as he continued to play with her while James watched on.

"Nah, we don't want you dead," James said, his tone amused, and claimed her mouth in sweet kiss just as Kaidan pressed his mouth between her legs.

He was smiling when he pulled away, and Zi reached for him on instinct, trailing a hand down his chest and feeling those wonderful muscles bunch under her fingers. Her hand dipped lower still, along the cotton material of his boxes and across the long, hard length of his erection that she could feel waiting. She stroked him gently, enjoying his sounds of pleasure and the involuntary movement he made in her direction.

Kaidan chose that moment to claim her attention, and he stroked her lightly with his fingers again, a wicked smile slashing across his face as his eyes flashed biotic blue and he hit her with a controlled surge of biotic energy. Zi cried out, her body twisting and shuddering as the wonderful power rippled through her in a wave, sparking off her own biotic nodes and sending pleasure coursing through her body as he held her steady.

Her own biotics thrummed to life in response and almost violently sizzled along her nerve endings; wisps of blue dancing along her skin and curling from her fingertips. Her hand was still on James' member, and he groaned something in Spanish, his body shuddering as the gentle biotic pulse hit him and his hips thrust forward towards her. For a stunned moment he stared down at her, and then he brought his mouth crashing down on hers, his kiss hungry and demanding as his hands slid across his body and cupped her breasts.

"Dios, that felt amazing," he growled as he pulled his lips from hers and cast a hungry look down at Kaidan. "I forgot that you two are biotics. I'm going to lose my mind if you do that again." His voice was a little more desperate, and the tenting in his boxes a little more obvious as he strained forward, highly aroused.

"Blame Kaidan," Zi managed to gasp as the man in question disposed of her underwear and began to tease the bundle of nerves at the apex of her thighs with feather light licks of his tongue.

He flicked his gaze up to hers and glanced at James. "Biotics can be a lot of fun, Jimmy," he murmured against her body, the vibrations of his voice doing wonderful things. "And if you want, we can give you the full biotic treatment."

James swallowed hard enough that his throat bobbed, and he stroked a thumb over her nipple, circling the rosy tip as he watched Kaidan continue to go down on her. There was something electric in the air, something more than biotics, and Zi rolled her head to the side, her cheek brushing against the straining tip of his erection through the cotton of his briefs. He let out a sound of pleasure and shifted his weight towards her, his eyes closing as he shuddered and nodded.

"God yes, I want you both so badly." James' eyes opened again and he reached for both of them, pulling Zi into his arms and drawing Kaidan up her body and towards him. He took a deep breath. "I want to fuck Zi, while you fuck me, K. I want to be with both of you at the same time, and biotics would be … ," he trailed off and shivered, closing his eyes again as though he was afraid to look at them as he said it. "Biotics would be fucking amazing."

Kaidan and Zi's eyes met, and she nodded as she saw how much Kaidan wanted this too. God, how long had they all been secretly thinking about being together like this? Wasting time wallowing in the past and hanging onto their wounded pride when they could have been at this stage months ago? She leaned forward and drew Kaidan towards her, their tongues swirling and dancing as they kissed deeply, then she twisted in James' grasp and sat up to kiss him too.

He was a big guy; broader and taller than both her and Kaidan, and despite his earlier cockiness there was something very vulnerable in the way he stared at her so hungrily. She straddled his waist as she lowered her mouth to his, teasing his lips apart with her own and deepening the kiss with gentle strokes of her tongue. He groaned, and his hands slid up her sides, scooping her closer as he rolled sideways and lowered her back to bed.

James was all love bites and opened mouthed kisses as he pushed her back against the pillows and moved himself into the cradle of her hips, his movements so sexy, careful, and loving it brought tears to her eyes. His hands stroked her thighs eagerly, and he showered her face and neck with a thousand small kisses as he removed his boxes settled himself between her legs, his erection pressing against her.

Kaidan lay beside Zi, stroking himself and watching them with an expression that was torn between lust and hunger, his eyes twinkling with biotic light. The sight of him watching them so hungrily sent a wave of heavy longing through Zi, and she looped her arms around James' neck as she looked back up at him and met his eyes.

"Zi," James breathed her name as he positioned himself at her entrance, his hands trembling with the force of his need. "I love you."

"I know, James." She kissed him quickly, longing and anticipation making her lightheaded and dizzy. "I love you too."

He pushed forward, thrusting inside of her with one slick stroke, and both of them cried out as he filled that space inside of her; the sensation of being perfectly connected too strong to deny. Zi rolled her hips towards him, urging him to move as she dug her nails into his back and threw her head back. It felt so good to finally have him inside of her, his body hot and hard as he began to move in slow, careful thrusts.

Zi bit her lip as James settled himself on his forearms and drove himself as deeply into her as he could, warmth and pleasure swelling in her core as he began to move faster. She turned her head sideways and met Kaidan's eyes; he was still watching them, his hand pumping up and down his shaft, and she reached out a hand to him, stroking his chest and grinning as biotic sparks leaped between them.

Magic.

"K?" James grunted and looked at him, his tone pleading. "Don't make me beg, man."

Kaidan grinned and caught Zi's hand, placing a kiss on her palm as he rolled to his hands and knees and leaned forward to kiss James' shoulder too. "I'm coming, no begging required. Not this time."

He pulled a tube of lube from the bedside table, and moved behind James, the larger marine's frame hiding him from Zi's view, though she felt the bed give as he moved into position. James held her gaze, and she knew the instant Kaidan started to push inside of him. She saw the slackening of his features as even more pleasure overwhelmed him, and felt herself being driven more firmly down into the mattress as James's hips were pressed down onto hers.

"Dios," James mumbled, his voice thick with lust as his eyes fluttered closed and he momentarily stilled. "I forgot it could be like this."

"How's that feel?" Kaidan sounded smug, and Zi saw him stroke a hand down James' back as he leaned forward over him. He gave an experimental thrust which made the other man groan with pleasure. "You both doing okay?"

Zi nodded and reached a hand up around James' waist, smiling as Kaidan caught her hand and laced his fingers with hers; they were finally together.

"Holy fuck." James pressed his forehead to hers and he sucked in a breath. "Please don't stop."

Kaidan chuckled, a low masculine laugh that made things twist low in Zi's belly, and he lit the room in a blue glow as he flared. "Don't worry, I have no intention of stopping."

His flare danced along James' body and teased Zi's already over-sensitised skin, and she felt the stirrings of her own power under her skin as he began to move again, fucking James in deep, slow thrusts. All three of them moved slowly at first, finding a rhythm that suited, and then building momentum as Kaidan and Zi teased James with delicate biotic busts; their linked hands buzzing with power each time they flared.

The pleasure built in Zi's belly in rolling waves as James moved inside of her, the feel of his muscled body grinding against her as Kaidan rode him only getting her hotter. When Kaidan let go of her hand she opened her eyes and almost voiced a complaint, but a moment later he caught hold of her ankles and, with a grin that would have done a devil proud, he used her legs as an anchor as he began to drive himself inside of James harder and faster.

James grunted, his movements coming harder, and he pounded inside of her forcefully as Kaidan drove him faster towards his peak. The warmth and pleasure building inside Zi's belly was like a swelling wave, and it rose up faster and faster as James slammed into her again and again. She could feel her orgasm building, and knew she was close when Kaidan flared hard and cried out; reaching his peak first and tightening his hold on her ankles almost painfully as he lost control.

She and James weren't far behind, and the force of Kaidan's flare was enough to send Zi tipping over the edge as that razor sharp pleasure sliced through her. James cried out as she bucked beneath him and flared brilliantly, her biotics tearing through him and bringing his control crashing down. She felt him thrust deeply into her one final time as he came, his body shuddering as he claimed her mouth in a kiss, their tongues tangling together as they clung to each other as though they were frightened they would be washed away.

The pleasured peaked and surged, so incredibly good that Zi laughed out loud and buried her face in his neck when they finally broke their kiss. The three of them tumbled to the side in a giant puppy pile, sweaty and exhausted, but happy and sated. Kaidan grinned at her over James' heaving chest, and after exchanging and loving kiss with the younger man, he crawled over to her and spooned against her, holding her incredibly tight.

"I love you," he whispered. "Thank you."

James cuddled against her too, and he stroked a loving hand up and down her arm. "That was incredible. I still can't believe this is real. It feels a little too good to be true."

"Mmm, it's real." Zi stretched out and smiled. "And it was fantastic."

"So, no regrets?" Kaidan asked.

She shook her head. "None."

"Me either," James agreed.

"Good." Kaidan kissed the back of her neck. "Because that felt pretty damn magical to me." His arms tightened around her and he shifted slightly. "Now, I don't think that shower of yours is going to fit all three of us, and I'm going to call first dibs on cleaning up. Unless either of you have any objections?"

Neither of them did, and Zi watched as Kaidan slipped off the bed and padded to the shower; gorgeous and naked and theirs. She cuddled up to James, closing her eyes and breathing in his scent as he wrapped his wonderfully muscular arms around her and scooped her close.

"Zi?" he murmured, his voice sated and sleepy.

She shifted against him. "Yeah?"

"Thank you." James pressed a kiss to her forehead. "I'm not sure I deserve your love, or Kaidan's, but I want you to know that whatever happens … ." He trailed off and took a deep breath, hesitating for long enough that Zi opened her eyes and looked up at him. For a moment he looked at her with a look of solemnity, then he abruptly chuckled and kissed her nose. "Whatever happens, I'm showering next."

"Hey!" She started to wriggle away to protest, but he kissed her, and she couldn't help but giggle and relent. "Fine, just this once you can have it your way."

His smile widened. "Just this once, huh? We'll have to see about that."

James' hands tightened around her meaningfully and Zi grinned back at him; she had a feeling she was going to enjoy learning to compromise when it came to James.

And of course, she did.

A/N - Hehe, that was fun to write. I hope you enjoyed it - reviews are always much appreciated! :)

(If you want to read more about these three I have a bunch of drabbles listed on my Tumblr writing page for them, as well as the stories Two Are Better Than One, Perfect Day and One Hour of Oxygen posted at AO3)