Tilly's jaw dropped, and she could see her own surprise mirrored in Cornwell's eyes.

'I think I'd better come in, at least,' Cornwell answered after a moment, stepping forward so the doors closed behind her. 'Let's be clear here, Michael. What exactly are you suggesting?'

Michael met Cornwell's questioning look with her own clear one, lifting her chin to look her in the eye. 'Tilly suggested I needed to get laid, as it has been approximately one hundred and thirty days since the last time.'

Cornwell smirked and seemed to relax, letting her eyes drop to roam over Michael's body. 'Not that you're counting, or anything.'

'She's not counting, apparently. She just.. counts.' Tilly surprised herself with her boldness, chipping in and blushing when Cornwell transferred her gaze to her.

'Is that right?' she asked, quirking the corner of her lip. Tilly smiled awkwardly back, slightly less nervous now the shock of interruption had worn off, but still with the feeling that her evening was rapidly sliding out of her control. 'So you volunteered to help, did you?'

'Not exactly,' Tilly responded, 'Michael kind of asked me.'

Cornwell nodded, looking thoughtful now. 'And how did you feel about that?'

'Seriously?' Michael cut in, forcing the other two to turn their attention back to her. 'I've just asked you for a threesome and instead you're psychoanalysing my best friend?'

'Yeah, that is kind of a mood killer,' Tilly pointed out. Cornwell threw them an annoyed look.

'I'm trying to decide if you two are on the verge of admitting your long held feelings for each other and pushing your friendship over into romance, in which case I should leave now and let you get on with it.'

'Oh! No!' Tilly exclaimed, waving her hands in dismissal of the idea. 'We're just having sex!' Cornwell turned to Michael, who nodded in agreement. Cornwell considered her for a moment, then nodded too.

'Well then, I would love to join you.' She grinned. 'Why don't you start off where you were when I interrupted, and I'll pitch in when I feel like it.'

Tilly hesitated, but was surprised by Michael crossing swiftly to her and pulling her back in for a hard kiss. She didn't have long to be surprised, however, before her body took over, kissing Michael back enthusiastically and running her hands back up under her shirt. She pulled back to finish the job of removing Michael's jacket, and was slightly surprised to see Cornwell still standing in the same place. She pulled the jacket off, then addressed her.

'Are you just going to stand there and watch all night?'

Cornwell's grin turned predatory, and Tilly wasn't sure if she was aroused or terrified. 'Maybe.'

'No, you're not,' muttered Michael, flicking a small grin at Tilly before striding over to the admiral and pulling her in for a kiss. Tilly followed, moving in close behind Michael and pressing up against her to kiss along the back of her neck. Michael moaned and shifted, allowing Tilly to press further forward so Michael was nestled between her and Cornwell. The older woman broke the kiss with Michael and leaned over her shoulder to meet Tilly's lips instead. The contrast was intoxicating; where Michael was single-minded in her intensity, Cornwell kissed with the confidence of authority and years of experience, and Tilly felt herself going weak. Cornwell pulled back with a smirk, as if she knew exactly what effect she'd had on her with just one kiss, but before Tilly could recover she was being kissed again by Michael, who had turned to face her. She whimpered, already drunk on the sensations and fully aware that this didn't bode well for the state she'd be in later. Michael pulled back and Tilly watched as she stepped out of her trousers and pants, that a kneeling Cornwell had obviously started divesting her of while she was kissing Tilly. Tilly watched, entranced, as the still fully clothed admiral spun Michael again and started kissing and licking her way up her legs.

Tilly pulled back enough to pull Michael's undershirt off and unhook her bra, before returning to the now fully naked woman and wrapping her arms back around her. Reaching up to cup her breasts, she returned her gaze to the admiral, stroking and playing with Michael's nipples in time with the older woman's progress. Soon Michael had been reduced to a mess of whimpers and moans, leaning back against Tilly and clutching desperately at Cornwell's hair. When Cornwell reached the tops of Michael's thighs and touched her tongue to the damp curls there, Michael cried out and Tilly found herself supporting most of her weight.

'Can we take this to the bed?' she addressed Cornwell, who looked up and grinned at the sight of Tilly supporting her almost boneless friend.

'If you stop I will fucking kill you!' growled out Michael, and Cornwell returned her attention to her with a quick wink to Tilly.

'So sorry,' she purred as she got back to work. Michael's cries got louder, and a few moments later, her whole body arched away from Tilly's as she gasped and panted.

'Now we can move,' Cornwell smirked. Tilly's eyes went wide; Cornwell's hair was mussed and her lips were swollen and shining with moisture, but she was still in full uniform and Tilly was almost painfully turned on.

'O – Okay,' she stammered, working with the admiral to move all three of them across the room.

'Your turn next, hmm?' Cornwell murmured in her ear as they moved, and Tilly whimpered before she could stop herself. The admiral was looking entirely too smug, Tilly decided, and after Michael had stretched out on the bed, Tilly pushed Cornwell down next to her and straddled her.

'You're overdressed,' she stated, before kissing her hard and starting to remove her jacket. Hands met hers as she worked, and she pulled back to see Michael, sitting up and pulling Cornwell's jacket off her from behind. Tilly leaned over from her position on Cornwell's lap and captured Michael's mouth, pressing up against Cornwell as she did so. They were both down to their undershirts now, and the thin fabric did very little to disguise the heat coming off Cornwell's body. 'Off,' Tilly muttered, sitting back again and pulling hers up over her head before discarding it. Michael had managed to get Cornwell's off by the time she emerged and was undoing her bra, mouthing at her neck as she did so. The second it was off, Tilly bent her head and took a nipple in her mouth, revelling in the way Cornwell's hips bucked under her and she arched, pushing more of herself into Tilly.

'God, yes!' she groaned, grabbing Tilly's head to keep her in place. Tilly felt the bed shift, and moments later felt hands sliding around her waist from behind to undo her trousers. Michael's hands were gentler than Cornwell's, and the contrast was delicious. She felt Michael pushing at the fabric on her hips, trying to shift it, and angled her body to allow it. Her position on Cornwell's lap, however, meant they wouldn't go further than her thighs, and the older woman had her in such a tight grip she couldn't escape.

'Katrina, would you mind?'came Michael's voice from behind her. The hand in Tilly's hair loosened and she sat up, meeting Cornwell's eyes. Cornwell was sprawled over the pillows, face flushed and her nipples pert and shining from Tilly's recent attentions. The way her eyes roamed over Tilly's half naked body, however, made her seem like a queen surveying her kingdom.

'So sorry,' she drawled. 'Please, continue.' Tilly blushed, but Michael pulled her from behind so she was kneeling up, still straddling Cornwell, and slowly removed her bra, releasing her breasts and leaving her fully exposed from the thighs up. Bringing her hands back down, Michael pushed the remainder of Tilly's clothes down her legs, wiggling them round her knees until she was completely nude. Michael's hands rested on her hips, and Cornwell's gaze landed on them. 'Why don't you touch her for me, Michael?' she said, and Tilly whimpered at her tone. Michael's left hand wandered up to Tilly's breast, brushing over it lightly at first, then taking a firmer grip. Her right hand squeezed gently once where it was resting on Tilly's hip, then wandered down to dip into the mess of curls between Tilly's legs. Tilly groaned and her head fell back, as much to escape the gaze of Cornwell as anything else. After a moment, however, she felt hands on her bottom and her eyes flew open again as she squealed in surprise.

Cornwell had sat up and was pulling Tilly's hips forward, meeting her in the middle with her mouth replacing Michael's hand. Michael's right hand moved up to join the other at her breast, and Tilly struggled to breath. The combination of sensations was almost too much; the heat of Michael's body at her back and her hands on her chest, with Cornwell taking her apart with her tongue and her hands firmly kneading Tilly's ass. She was more turned on than she had ever been in her entire life, and before long she felt her climax crashing over her, moaning and crying out as she squirmed in Michael's arms. After slowing down briefly, however, both women started up again and Tilly was catapulted into a second orgasm, harder and louder than the first. When neither woman showed any sign of relenting after that, she pushed at Cornwell's head and wriggled.

'Stop, please! Too much!' she cried breathlessly.

Cornwell pulled back and pulled her into a kiss that tasted of her. 'Sorry, darling. You're just too good to resist.' Tilly whimpered, still shuddering, and Cornwell deposited her gently on the bed next to her. 'You have a breather.'

'You, on the other hand..' Both Cornwell and Tilly turned to look at Michael, who pounced forwards at Cornwell from her position at the foot of the bed, pushing her down. 'You still have clothes on, which is unacceptable.' Cornwell grinned and raised her eyebrows; Michael took that as an invitation and quickly stripped the older woman of her trousers and underwear. Once they were off, she wriggled back up her body to kiss her, running her hand back down over Cornwell's stomach to dip into her soaking wet heat. Cornwell moaned, but it looked to Tilly like Michael was teasing her, as Cornwell bucked her hips into Michael's hand and clutched at her shoulders.

'Michael please, don't tease me,' Cornwell whimpered after a moment, and Tilly couldn't blame her. Michael pressed a last kiss to Cornwell's mouth then dropped, applying her tongue where her fingers had been a minute ago. Cornwell made a strangled noise in the back of her throat, and Tilly rolled over, bringing her close enough to touch her. She bent to kiss her and Cornwell grabbed at her, kissing with a desperation that hadn't been there earlier. Tilly left her mouth and started working her way down her neck, kissing and nipping gently at the skin there. A steady stream of whimpers and moans was issuing from Cornwell's throat, and when Tilly returned her mouth to her breasts, the whimpers turned to groans. Tilly reached down, stroking the soft skin on the inside of the admiral's thigh and Michael shifted slightly to allow her access. Pulling back slightly, she slipped a couple of fingers just inside Cornwell, enjoying the whole new range of noises this inspired. She pushed them all the way in, fucking her increasingly roughly as Cornwell came apart around her. Tilly swiped her tongue over a nipple again and Cornwell thrashed, muscles spasming around Tilly's fingers as she climaxed with a string of almost incoherent expletives.

'Don't stop,' she growled out, and they obliged; Tilly bit down on the soft skin just above the nipple as she worked her fingers and Cornwell cried out again. They brought her back to another orgasm before Michael shifted, and Tilly moved quickly to take her place. Cornwell uttered a soft moan at the loss before registering what was happening and looking down.

'Is this ok?' Tilly checked, not wanting to push her.

'Fuck yes!' Cornwell groaned, flopping back down as Tilly took over where Michael had left off. Michael had moved up the bed to lie next to Cornwell, and pulled her into a kiss as Tilly pushed her over into a third orgasm, this one seeming to go on forever as Michael swallowed her cries and Tilly kept going until Cornwell went limp. Tilly sat back and Michael grabbed her, pulling her up so the three of them were lying flush on the bed with Tilly in the middle. They kissed languidly for a while, alternating between mouths, necks, shoulders and any other skin within easy reach, until Tilly noticed Michael was slick against her thigh again. She swiftly brought her off with her fingers, Michael moaning into her shoulder as Cornwell's hand snaked round to bring Tilly to another climax almost simultaneously.

'How do we ever stop?' Michael asked wonderingly a moment later, and the other two laughed.

'How did you say Mudd created that time loop again?' Tilly muttered into Michael's shoulder, but Cornwell cut her off with a kiss as she opened her mouth to reply. 'I really don't want to actually know right now,' she clarified as Cornwell pulled back, chuckling.

'Nor me,' Cornwell added, kissing the back of Tilly's neck. 'What I do want to know is how long we have until you two need to be back on shift, and if it's long enough for us to get some sleep, then have another go when we've got our breath back.'

Tilly arched backwards, twisting slightly to look the admiral in the eye and bringing her whole body in contact with her. 'Well, I can't answer for Michael, but I don't have to be on duty until 14.00 tomorrow.'

'Is that right,' Cornwell purred, running her hand across Tilly's lower stomach. Tilly's breath caught. Michael propped herself up on her arm and looked at them.

'I'm actually off tomorrow,' she commented, with just a hint of smugness. Tilly huffed, and Cornwell's grin widened.

'Well if that's the case, I won't feel at all guilty about keeping you both up a bit later tonight then.' She leaned over Tilly to kiss Michael again, still stroking the skin of Tilly's stomach and working her way southwards as she did so. 'Does anyone have any requests?'