DISCLAIMER: I don't own Degrassi or anything else.

Okay, this still isn't over, but here's the part you've all been waiting for. One more chapter after this. I know we're all freaking out about the promo, so hopefully some dirty sexitimes will make things better.

Also, I just feel like I need a disclaimer that I'm a happily married woman and I've never had (nor do I have any desire to have) a threesome, so if any of this is off, I'm sorry. I also am not transgendered and while I tried to be very sensitive to what Adam might be thinking as he experiences stuff like this, I could also have gotten that wrong. My intention is certainly not to offend anyone.

My twitter is themusiksnob, but I just protected my tweets. I know there are a lot of youngish Degrassi fans reading my fics, and while I certainly can't stop you, it sort of makes me feel like a dirty old woman since I'm 28 and I could have (technically) given birth to some of you. So if you talk a lot about Degrassi and you're 17+ and you want to follow me on Twitter, feel free to add me.

Chapter 3

For a moment I was kissing Eli and everything seemed normal. But then Adam placed his hand lightly on my hip and I realized we were really going to do this.

Adam was so tentative that he didn't even move while Eli and I kept kissing, and I placed my hand on his and squeezed to let him know it was okay. That seemed to be all the encouragement he needed. He moved both hands up my stomach and cupped my breasts.

I had been pressed pretty firmly against Eli so there was no way he couldn't notice Adam touching me. He broke part from my lips and looked down at where Adam's hands rested. He kind of blinked as if he were surprised, even though this was all his idea.

Eli placed his hand on my cheek. "Clare, are you sure?"

I bit my lip and nodded. Adam took the opportunity to graze my earlobe with his teeth, and the look on my face must have told Eli everything he needed to know. He kissed me again, more aggressively than before. My knees almost buckled and Adam wrapped his arms around me more tightly.

It was a testament to how completely I had accepted Adam as a guy that I was surprised for a moment that I didn't feel anything hard pressing against my backside. There was no mistaking Eli who was rubbing himself gently against my hip.

I didn't really know the etiquette of this situation. I had been kissing Eli for a while; was I supposed to turn around and kiss Adam?

I pulled back from Eli, and he grabbed my hand, and I took one of Adam's as Eli started pulling me to the bed. We sat down along the edge, with me between the boys. For a second none of us moved or said anything.

"This is weird," I finally said to break the tension.

Eli moved his mouth next to my ear. "Yeah, but it feels good, right Clare?" He lips moved down my neck and as I angled my face to give him more room, Adam captured my lips before I could answer.

Adam was a great kisser; he was just the tiniest bit less forceful than Eli, and it was a nice change. I bit his bottom lip lightly, causing him to let out a moan. Eli's hand moved up my shirt. "Can I take this off?" he whispered.

Eli and I had crossed that boundary months ago, so I thought it was really sweet that he kept making sure I was okay with this. Did I want to let Adam see me like this? I glanced at him and saw a look of hope in his eyes that almost made me giggle.

"Okay," I agreed softly, and both Eli and Adam grabbed the hem of my shirt and pulled it slowly over my head.

I had kind of expected that Eli and I would end up alone in his bed before the end of the night so I had made sure I was wearing a nice bra and I could see that both guys appreciated the effort.

Eli caught Adam's eye. "I told you so." Adam just laughed and ran one finger along the skin just above my bra.

"What exactly did you tell him?" I asked.

"That your breasts are nothing short of perfection."

My eyebrows shot up as Eli's head dipped down and he started nipping at my cleavage. My lips were wide open, but Adam focused on my neck. The feeling of two sets of lips on my skin was so incredible that I almost didn't notice Adam's hand resting on the clasp of my bra. I caught his eye and without words he asked me if it was okay. I didn't trust myself to speak so I kissed him as his fingers swiftly unhooked my bra.

As the garment went slack in front of me, Eli pulled it down my arms and immediately moved his mouth to suckle me. He pushed on my shoulder lightly until I lay back and Adam leaned down and took my other breast into his mouth. I ran my fingers through their hair as I tried to keep myself from arching all the way off the bed. Adam twirled his tongue over me as Eli sucked and bit, moving his hand down between my legs and touching me through my jeans.

I tugged on Eli's hair and he got the hint, kissing up my body to my mouth. "Can we take this a little farther?" he breathed, his hand on the button of my jeans.

I wanted him to touch me so badly but I thought we should even the score a little bit. "I think you guys are a little overdressed."

Eli tore his shirt over his head and I ran my hand over his chest. Adam looked at us uncomfortably. "I think I'm going to sit this one out."

I sat up so I could give him a kiss. "It's okay. Just do whatever you're comfortable with." He left his shirt on but he deepened the kiss while Eli unbuttoned my jeans and pulled them off along with my underwear.

I think most of my body flushed when I realized I was now lying naked with both my boyfriend and my best friend. I moved so that I was fully on the bed and looked up at them. Neither of them made a move as they stared down at me. Adam was practically drooling and I wondered if he and Fiona had actually gotten that far.

He must have been reading my mind, because he said, "Wow," and when Eli raised his eyebrows, he explained. "I did a lot of stuff with Fiona but we always left some clothes on. You're so beautiful, Clare, and Eli, you're a lucky guy."

"We're both lucky tonight, Adam," Eli said, and he leaned closer to Adam but Adam turned his head away, avoiding Eli's kiss.

Everything was starting to feel really awkward and I wanted to break the tension, especially since my body was practically throbbing with anticipation. "So which one of you wants to do the honors?" I asked, a little embarrassed at being so forward.

Eli and Adam exchanged a glance without a word. I guessed neither one of them wanted to be the first to volunteer. Finally, Adam said, "We both can."

He grabbed Eli's hand and placed two of his fingers inside me. Once Eli started stroking me gently in and out, Adam moved up and started circling my clit.

"Oh my God," I moaned. The feeling of Eli filling me while Adam was able to give me the more detailed attention I needed was the most amazing sensation I had ever felt.

I wasn't sure if Adam spent all of his free time masturbating or if he was just incredibly talented, because he knew exactly how to touch me. Don't get me wrong, I loved it when Eli fingered me, but it didn't always work as effortlessly as Adam was making it seem. And Eli thrusting his fingers inside me only enhanced Adam's work. For the first time, I desperately wished it was Eli's penis inside of me, and the thought of that in addition to this incredible feeling brought me over the edge with a lengthy moan.

I lay back against the pillow, trying to catch my breath and both boys looked very pleased with themselves. Neither of them made a move and I realized that now that I was taken care of, if we were going to continue this, I would have to take charge. Once I had recovered enough to sit up properly, I slipped my underwear back on and reached for my t-shirt but Eli stilled my hand. "Leave it off," he said, cupping me gently. "You look incredible."

He started to kiss me again, but I didn't want Adam to feel left out and I really wanted to repay him for giving me the most intense orgasm of my life. I pulled my lips from Eli's and kissed Adam. I placed my hands on his chest and I could feel him slightly through his bindings, but it didn't seem enjoyable for him the way it was for me, so I moved my hands down to his stomach, trying to slip underneath the tank top he wore under his shirt to get to his skin. He pushed my hand away slightly and I felt sad that he wasn't comfortable.

I pulled back and looked at his jeans. They were very baggy and held up with a giant belt and I figured I could keep them on and still help him. I moved my hand to his belt and he stopped me.

"Adam," I whispered. "Please trust me. I just want to make you feel good."

He closed his eyes and nodded. I turned my attention to his belt and his jeans, trying with some difficulty to get them undone as Eli sucked on my neck.

I was really nervous as I slipped my hand into his boxers. As my fingers made contact and Adam groaned, I suddenly had a feeling of complete disconnect that I realized Adam must experience every time he showered or got undressed or masturbated. I knew Adam was physically female, but since I never, ever thought of him that way, touching him was an even odder sensation than the fact that I was doing something like this with my best friend and not my boyfriend. I felt like I understood his pain more than I ever had before and I wanted to do my best to bring him a little bit of pleasure.

I wasn't completely inexperienced; I had tried it out myself with mixed results a few times, not that I'd ever admit that to Eli. I glanced at him to see what he was thinking and he was looking at me with an expression I couldn't quite pinpoint but was full of desire.

When Adam and Eli touched me before, I quickly turned into a moaning screaming mess but Adam kept pretty silent, his facial features occasionally twisting into an expression of pleasure. I leaned down and kissed his cheek and whispered in his ear. "I'm sorry I'm not very good at this. Do you want Eli to try? He has a lot more experience at this than I do."

Adam shook his head and brought his mouth to my ear. "You're doing just fine, Clare. It feels really good, and I don't think I'm comfortable with Eli touching me like this." We exchanged a brief kiss and Adam whispered, "Just a little more pressure…There."

I sat back up and Eli gave me a look. "When you guys whisper, I think you're talking about me."

I laughed. "Ever the egotist."

"You love it," he joked. Eli was about to lean over and kiss me when I clearly did something right because Adam let out a huge moan. Eli raised his eyebrows and kissed me. I grabbed him by his neck with his free hand and pulled him closer to me.

Adam poked Eli in the leg. "Dude, stop it; you're messing with her concentration."

Eli laughed and moved around the bed so he could sit comfortably without touching me. Adam let out another moan and I was starting to feel a lot more confident in what I was doing. My hand was starting to cramp up a little though so I hoped it wouldn't be too much longer.

Eli rested his hand on Adam's stomach and to my surprise, Adam didn't push him away. "I'm starting to feel like a third wheel here," Eli joked. "Is there anything I can do?"

To my shock, Adam placed his hand on Eli's and squeezed. Eli looked into Adam's eyes to make sure he was understanding him properly and then Eli leaned down and kissed Adam.

Adam brought his hand up and grabbed the hair on Eli's neck hard, holding him down as they kissed furiously. It seemed like hours ago when Eli kissed Adam at midnight a one second peck that freaked Adam out. This was quite the opposite reaction and the two boys looked like they were kissing each other like a battle. Eli had never kissed me that aggressively and I could feel myself getting wet again while I watched them.

Adam grasped the sheets and I could hear his moans muffled by Eli's mouth so I knew he was getting close. I applied a little more pressure and he arched off the bed, letting out a moan that was a lot more high pitched than I'm sure he would have liked. He lay back on the bed, looking embarrassed but satisfied.

Adam grabbed my hand and gave me a nice smile. I leaned down and gave him a quick kiss on the lips.

"Okay, my turn," Eli said, eagerly.

Adam and I exchanged a look and I laughed. "Get over here," I said, launching myself over Adam and landing on top of Eli. We kissed as I moved my hand down to his belt.

"Uh, guys?" Adam said tentatively, and I rolled off Eli to look at him.

"I think I should probably…leave you to this," he said, and I looked at him curiously.

"Adam, you don't have to go," I said.

He looked really uncomfortable. "Yeah well…I hate to say this but since I had the misfortune to be born a guy without a penis, I'm not exactly in a hurry to get up close and personal with Eli's."

Eli laughed and I shot him a look for being insensitive. He stood up and went over to Adam, pulling him into a hug. "We're okay, right?" Eli asked, looking really worried for the first time.

"Of course…this was…interesting," Adam said. "Not sure it's something I'd want to repeat but definitely worth trying out once."

I got up and hugged Adam too, holding him close for a lot longer than Eli did. "I love you, Adam," I whispered. "I'm so glad you're my best friend, and I'm happy you shared this with us."

Adam kissed my cheek. "I'll be on the couch. Try not to keep me awake with your sex noises," he joked.

Adam left with a smile on his face, which made me feel a lot better. I turned back to Eli and put my arms around him. I wasn't really in the mood to keep going, but I figured it was Eli's turn.

"What do you want to do?" I asked Eli.

He looked down at the bed. "Maybe we should talk."