Disclaimer: Star Wars and all associated characters, plotlines, and worlds (good and bad) are property and copyright © of George Lucas (aka The Richest Man in Hollywood). This is purely for fan entertainment only.

This one, like all the others, is rated MA.

A/N: I'm going to go ahead and warn readers ahead of time: do not read this chapter if you do not appreciate or like slash- in this case, the pairing between two men. The following chapters to come will also have the chapters with Obi-Wan, Padmé, and Anakin, so be advised appropriately.

Chapter 5

He dwelled on her hair, cascading in ringlets around her shoulders, tumbling down her back. It entertained him as such as in his imagination, it was the only thing covering her bare skin. His mind had already littered the floor about her with various articles of clothing, including one of the many regal headdresses he knew she owned. Strikingly enough, his mind still had the white makeup of her Queen days painted on her face, the blood red standing out against the pale white.

Obi-Wan grinned in satisfaction as the stern, demure look on her face was wiped off, a gasp of surprise lighting up her eyes. The entire picture was highly erotic; it left him with an incredible sense of arousal, and surprisingly no guilt at picturing the woman his Padawan desired in the nude. His learner had no standing here in his mind's eye.

He was about to picture the lovely things that he could do to her, but was broken from his daydream by Anakin returning to their apartment, slinking over to him on the couch in the living area. "Did I interrupt anything, Master?" his grin was impudent, his blond hair brushing across bedroom eyes.

Obi-Wan grinned- he knew the look of a satisfied Anakin Skywalker rather well. "Perhaps you did, Anakin." He smirked, remembering a handful of times that he himself had brought about that particular look.

Anakin plopped down on the couch beside him, his grin growing ever more wicked. "It doesn't take a training bond to notice when you have a raging hard-on, Obi-Wan."

The older Jedi looked to him in surprise, "I thought we had agreed to only let the women acknowledge such things when we came back to Coruscant?"

Anakin shrugged lightly, leaning in towards him. "Perhaps, but that doesn't keep me from appreciating it." He stared at Obi-Wan's face, insuring Anakin had his attention, then purposefully allowed his gaze to drift down to the growing bulge in the other man's pants. He put his hand on Obi-Wan's knee, his voice low, "Besides, I have a proposition that I'm sure you'd like to hear about."

Obi-Wan raised an eyebrow, "Oh?"

Anakin nodded, his fingers inching slowly up Obi-Wan's thigh. "Uh huh." He caught his Master's eyes, the intent in them plain. "You see, I have a little problem that I need you to help me with." His gaze turned back to Obi-Wan's lap, allowing himself a tiny smile. "You see, Padmé apparently has a rather experimental streak in her." The younger Jedi grinned on seeing his Master shift uncomfortably in his seat, imagining the implications of an open minded, experimental Padmé.

"And it turns out, she somehow managed to get Sabé in on her designs. A few standard weeks ago, they both greeted me, wearing naught but the ridiculous lingerie that they wear so well, to get precisely what they want." He paused for a moment, recalling the image, broadcasting it to Obi-Wan. Anakin was enjoying every moment of it- Obi-Wan was appreciating the mental picture he was painting him.

"By the way, that's Padmé with the bustier, Sabé in the white." His grin echoed across to Obi-Wan. "They wanted to try to fool me, that was the premise. Anyway," he watched Obi-Wan, anticipating a greater impact from the next, "They decided to take pleasure in each other before bothering with me." He easily remembered the image of the two locked in each other's embrace, hands roaming across the other's breasts.

As expected, Obi-Wan groaned audibly with pleasure at the image, his own imagination leading them in other directions as well. His erection grew painful, strained within his pants. He barely noticed as Anakin freed it, running a palm over the head, grasping the shaft firmly. Anakin continued narrating, "You should have seen it, Obi-Wan, I'd say they either really enjoy each other or really enjoy making me- and men in general- frustrated."

His hand played up and down over Obi-Wan, delighting in the older man's arousal. Obi-Wan looked down at him through slanted eyes, the images in his mind only enhanced by the physical pleasure. Anakin moved his hand faster, watching as Obi-Wan groaned again, clamping his eyes shut again, relishing the sensations. "Then, they took their turn with me."

He over-embellished the memories, with first Sabé riding him, Padmé kneeling at his face, concentrating the images on Sabé. Obi-Wan moaned, the image combined with Anakin's hand and the memories of Sabé's slick warmth creating a powerful wave of pleasure. It did not matter at the moment that Sabé had been screwing Anakin- what mattered was the delightful picture of her naked body so close to Padmé's.

"And how is any of this a problem?" he panted out, his eyes nearly crossing from the intensity, his mind now following the motion of Anakin's hand squeezing around his hard cock.

Anakin grinned, remembering a sated Padmé passed out in his arms, her delicate features flushed with the aftermath of passion. He sent this picture to Obi-Wan as well, leaning close to Obi-Wan's ear, his breath hot and voice low, "Padmé wants another man in our bed." Obi-Wan felt the pressure building in his groin, hot and low, at the idea of joining Padmé in their bed, pressing deep into her, feeling the sensations that only Anakin was supposed to be feeling… with his ever sexy Padawan guiding it, fueling the passion.

He couldn't stop the eruption that followed. Anakin's palm rubbed over his head as he came, using Obi-Wan's ejaculate to make it more intense, the wet heat sending him over the edge shouting. Obi-Wan watched in satisfaction as Anakin's blond head bobbed in his lap, milking him of the last of his seed, sending him through the final throes of his orgasm.

Anakin bent back up, raking a free hand through the mop of hair on his head, his eyes still dark with remembered passion. "I assume you like the idea."

Obi-Wan laughed, spending a moment wondering how the younger man could have so much sexual energy to spare, and how he could not need anything in return. Anakin sensed the question, admitted, "Padmé already wore me out." He leaned back, relaxed, "Five times over the past twelve hours."

Obi-Wan didn't blink at it, and for once, was not envious. "So, when does Padmé get to try her latest experiment?"

Anakin's laugh rang out. "Whenever she wants, of course. We'll let her know that you've agreed and let her call the shots. Give her the impression that she's in charge." The look in his eyes was scheming, but Obi-Wan liked it. He too knew first hand how much Padmé liked having her authority, in other areas of her life. "Let's call her up, now." His grin matched his eyes.

Obi-Wan moved to get up, but Anakin pushed a hand on his chest, firmly instructing, "I'll get it. I bet the expression on your face after you've came will make her puddle." Obi-Wan stayed still, letting his mind wander while Anakin retrieved the holocommunicator. His imagination ran wild as he saw her lying back, her own smile satisfied as she looked at the two of them.

Before long, Anakin had already gotten in touch with her, setting the projector up on the table in front of the seating arrangement. A blue hued Padmé sat cross-legged from them, wearing only a thread bare old tunic of Anakin's. Obi-Wan tried to keep from staring open mouthed at the dark circles at her breast, conscious of her nipples. He was instantly glad Anakin had already relieved him of the erection.

She had not noticed him, yet, and was carrying out a quick conversation with Anakin, her eyes lighting up at the ridiculous things Obi-Wan was trying to tune out. He had stopped listening upon hearing a pet name. He was not sure whether he was imagining it or not, but she seemed to be glowing. Parts of creamy white thighs were exposed; he hoped he could keep from drooling.

Finally, she noticed him, and did indeed turn a visibly darker shade of red. "Oh! I'll call you back once I've changed." She rose, and Obi-Wan's mind was boggled as she revealed long expanses of her thighs, leading towards enticing shadows.

Anakin grinned, calling to her quickly, "No, it's alright, Padmé." She stared back at Anakin through the communicator.

"Can't you see how I'm dressed?" embarrassment still marked her cheeks.

Obi-Wan wondered if his smirk could possibly get any wider. The younger man continued, "Of course we can. But it's alright, Obi-Wan has agreed to our proposal."

She blinked, sitting back down, stretching her legs back out in front of her. Obi-Wan had to physically keep from tilting his head to the side in an attempt to see more of the shadows the tunic created, but could not keep away his stare. Does she know what she's doing? Is she teasing me on purpose? "Oh." Was all she said, parting her legs ever slightly, leaning forward, the tunic falling slightly open, revealing the promise of curves.

Anakin let him stare for a moment, taking pride in the sexual presence of his wife. If it were anyone other than Obi-Wan, I'd kill him. He finally asked her, "When do you want us to both come over, Padmé?"

She colored once more, running ideas through her head. She inclined her entire body back, propping her arms behind her back. The move revealed a view up to the apex of her legs, but was still shadowed. Obi-Wan put a hand to his mouth, confident he would drool if she moved much more. She definitely knows what she's doing. "Well, tonight I thought I would give you a rest, simply invite you both to dinner. How about we determine at dinner whether tomorrow night would be…appropriate… or not?"

Obi-Wan's mind raced through the possibilities of what Padmé had up her sleeves to tease them both further with, that night. He could already tell she was very aware of her own appeal and knew how to use it- probably because of experience with Anakin. He continued to wonder what she had in mind as Anakin closed the call. He turned to his Padawan after, "Alright, since I'm doing this, you have to tell me- was she wearing any undergarments?"

Anakin's grin told him the answer before he opened his mouth to respond, "She never does."

Okay, that was my first slash scene… I hope I didn't bungle it up too much.

Also, I know it is a little out of character for Anakin to agree to such a move with Obi-Wan, and even suggest it, however as this is a smut, we're not exactly going for character accuracy as much with this one.

Just entertainment value.

As always, any input is very valued and incredibly helpful, except of course if you want to tell me that Obi-Wan and Anakin, or Obi-Wan and Padmé do not belong together… my mind is made up on this.

Enjoy it. ;)