note: Smut-Smut-Smut. Total warning: I changed the rating to M, for anyone who had favorited his story when it was T. So anyway this is the first time I have written an actual sex scene. I hope it's not too terrible. I giggled to myself constantly while I wrote it, while my husband was in the same room playing Bayonetta. He probably thought I was insane. It's actually really hard writing a sex scene, especially a threesome. I had to constantly think about what the third person would be doing. Criticism is always welcome, but make sure it's constructive.

As Mako had figured the reality was very different than the fantasy. Unlike with Korra, He and Asami had never consummated their relationship when they were younger. Though Asami never said it Mako could tell by her actions and mannerisms that she was reluctant to bring their threesome to a sexual relationship and Mako didn't want to force her into an uncomfortable situation. He would wait until she was ready, but the most frustrating part was that Korra didn't want to have sex with him singularly until the three of them had copulated together.

He was invited over a few times a week and what would always start as a promising evening would fissile to disappointment. The three of them would start making out, even getting to the point of him and/or Korra being nude, when Asami would present a hard stop. The excuse was different every time: a headache, the timing wasn't right, she wasn't in the mood...but the ending was the same every time. Mako would go home alone and with a painful erection that wasn't going to be placated by either of his girlfriends, while the two females would go to bed together. He was starting to feel like this was a cruel joke.

Moving into the fourth week of their relationship Korra stopped by Mako's office to ask him over. He seriously considered declining, but couldn't say no to Korra's big polar-puppy dog eyes. By the time they made it to Korra's apartment Asami was already home and in the shower. Cleaning up after a dirty day of visiting of her workshops and factories.

"I hear water running," said Korra, with a wry grin on her face "We should let Asami know we are home."

"By what, getting in the shower with her?" replied Mako

"Precisely." confirmed the brunette.

Mako shot Korra a look that said 'Hell No'.

"Why not?" said Korra whining "You're no fun." She plopped herself on the couch, and after Mako sat next to her, she placed her legs on his lap languidly.

"I am plenty of fun," Mako answered incredulously "but Asami would not appreciate me barging in on her, especially while she is so exposed."

"She wouldn't care, I do it all the time. Most of the time we don't even do anything. I just sit there and admire her body and we talk about whatever."

"Well that is the difference between us. I see naked female flesh and I want to do things to it. I wouldn't able to go in there and just talk to her while she is lathering up her bare body with her own hands roaming over her wet, soapy skin."

"Why Mako, the picture you paint with your words." She fanned herself with her hand "You are making me all hot and bothered."

Mako rolled his eyes as Korra laughed at herself.

"Not to mention I am not so sure she wants me to touch her." continued Mako

"That's ridiculous. Who wouldn't want you to touch them? In fact I would like for you to touch me right now." said Korra as she gathered up handfuls of Mako's shirt and pulled him between her legs as she laid back on the sofa.

Mako's eyes grew dark with desire and the only answer that came from his mouth was a kiss that threatened to devour the avatar. Korra wrapped her legs around Mako's waist trying to bring him closer to her. He moaned into Korra's mouth as their pelvics crashed together. In response she grinded her hips into him further; reveling at the sounds she forced from him. The fire-bender's rough hands scoured her body looking for any opening in the confounded garments that shielded her bare skin from his touch.

The lovers were so wrapped up in one another that neither of them had heard the cascading sound of shower water cease. Asami, still damp in her towel, took a seat on the chaise lounge across from them.

"I didn't know Mako was coming over tonight. I guess it wasn't necessary to tell me though, as it doesn't seem like neither of you intended to include me." commented Asami dryly

Korra and Mako pulled apart from one another looking like young teens, caught by an adult, making out.

"I'm sorry Asami," said Korra guiltily "I was at the presidential hall and decided last minute to invite Mako over. I didn't think you would mind and I meant to wait for you but you were in the shower when we got home and then...well...one thing led to another."

Asami smiled gently at Korra "No need for apologies Korra. I am not mad at you, I know you had no ill intentions."

Mako scrunched his eyebrows together "Wait, are you insinuating I did something wrong?"

"No," replied Asami calmly "Not on purpose anyway. As a three party relationship I don't expect the three of us to always to have to be together. There will obviously be times that only two of us will be...interacting. I had thought, however, that we had all agreed our first tryst would include the three of us together. If I hadn't stumbled upon the two of you I am sure, Mako, that you wouldn't have been able to stop yourself."

Mako was flabbergasted, he couldn't even think of a reply to defend himself.

"Asami?" questioned Korra. "Please don't be mad at Mako, I am the one who initiated all of this. Seriously we wouldn't have had sex without you."

Asami studied Korra's face. Korra wished she knew what Asami was thinking, but it felt to inappropriate to ask her in front of Mako. Was Asami jealous? Was she pushing all of this too quickly and too hard for Asami? Did Asami agree to all of this simply because she knew it was what she (Korra) wanted? Korra felt a wave of guilt wash over her.

To both Korra's and Mako's surprise Asami stood and dropped her towel, revealing her naked slim feminine body. Her femininity was the exact opposite of Korra's. Where Korra had generous curves and hard muscles Asami had a slender and soft body. Asami's breasts were smaller and less full than Korra's but had the same pertness.

"This is my own fault." said Asami blushing. "I've been holding out. Making this difficult."

Her hips swayed as she walked; closing the short distance between them. Mako couldn't help but notice that both women presently kept the place between their legs hairless. Asami sat on Mako's lap and kissed his lips, the back of her hand caressing his face. She ended the kiss as she turned away from him, and still sitting in his lap motioned Korra to her with her index finger. The brunette obliged and leaned forward to press her mouth against Asami's. Mako not wanting to be left out reached his arms around Asami and explored her breasts with his hands. He gave particular attention to her hardened nipples, letting his fingertips tease the sensitive flesh. He rested his chin on her shoulder wanting to watch the women administer to one another's needs.

Korra pulled away from Asami's tantalizing kiss, breathlessly, to remove her own shirt. Since dating Asami it seemed to Mako that Korra had replaced her chest wrappings with more modern undergarments. Her dark, generous breasts were barely contained in the blue, lacy bra and though he approved of how the material accentuated her aesthetic gifts, he wanted nothing more than to savagely rip the garment from her body.

In response to his heated thoughts his hands on Asami's breasts became a bit rougher and he couldn't help but bite into the nook between her neck and shoulder. She cried out in a mixture of pain and pleasure, thrusting her chest out, and Korra took advantage of the vulnerability pushing her tongue into the cavern of Asami's mouth in an open mouth kiss. Asami wrapped her arms around Korra's neck and pulled herself closer to the avatar deepening the kiss. Korra laid back pulling Asami with her. The raven haired beauty removed her mouth from the avatar to leave a trail of kisses from her chin, down her neck and to the top of her bust. her hands trailed behind Korra's back and the brunette instinctively knew to push herself up on her elbows so that Asami could unfasten her bra. Asami continued moving her kisses down Korra's exposed breasts, moving her own body down, without moving her legs, positioning her butt into the air. Korra released sounds of pleasure as Asami licked and sucked one of her hardened nipples. Mako took advantage of Asami's position and inserted his index and middle finger into her wet vaginal opening while he used his thumb to rub her clit.

Mako's erection began to throb as he felt Asami's inner muscles tighten around his fingers at the unexpected intrusion. They quickly relaxed though and she rocked her body back and forth in sync to the motion of his fingers pushing and pulling inside of her. Mako could feel her body building for a climax, but he didn't think it was time to let her orgasm yet as he and Korra were still so far from release.

Asami's body was tingling from the combined arousal of having the texture of Korra's nipple against her tongue and Mako's administrations to her womanhood. Her inner muscles were tightening and building ever so close to climax when she abruptly felt Mako's absence. She groaned her disappointment and in response couldn't help but abandoned Korra to face Mako in annoyance. His amber eyes were dark with lust and Asami couldn't help but notice his covered arousal and feel weak at his masculinity. She felt a sudden rush of anger that she was so exposed and he was completely safe and clothed. She pulled at his shirt, forcing the buttons to pop, some of them falling to the hard wood floor with little clinks. She pulled the shirt from off his shoulders and tossed the fabric to the ground.

The raven haired beauty slid off the couch to kneel in front of the fire-bender. She kissed his navel and massaged his thighs. Korra took Mako's earlobe into her mouth sucking it for a moment before a succession of playful bites to his neck and chin led her to his mouth. Asami then tugged at the fire-benders pants, releasing his hardened masculinity from it's confinement. She took his erection into her mouth, enclosing her lips just under the head. She moved him in and out of her mouth, each downward motion bringing her closer to the base of his shaft. At the same time her her one hand gently fondled his jewels while the other lightly scratched at his groin, hip and thigh.

Korra savored Mako's taste, continuously dipping her tongue into his mouth for another sample. She trailed her fingers across the expanse of his torso, enjoying the feel of his rigid muscles against her fingertips. The fire-bender groaned into Korra's mouth as she kissed him, and as Asami simultaneously attended to his lower region. The avatar's breasts rubbed pleasantly against his shoulder that was currently situated between the two bronzed orbs, persuading him to grope the soft large mounds. His free hand sought the black wavy locks of Asami's hair, pulling and releasing handfuls of the hair in rhythm to her administration.

Mako wanted this feeling of arousal to last forever but his body betrayed him as it climaxed into euphoria. The kisses he gave to Korra became erratic and he thrust his hips a few times, pushing his erection further into Asami's mouth, before his muscles spasmed and he emptied himself into her. Asami continued her administration until his body no longer trembled and his seed had been thoroughly consumed. She let go of him as his largeness began to diminish in size. She stood up and placed her hands on his knees leaning in to give his lips, that Korra had just released, a soft kiss.

"Satisfied?" asked Asami huskily, as her womanhood still ached.

Mako nodded his head. "For the time being." he said breathlessly, still recovering from his orgasm.

"Well, I'm not." pouted Asami as she climbed on top of Korra's lap, straddling her. Asami nuzzled the brunettes neck and Korra tilted her head to the side to give her better access.

Korra smirked and looked at Mako from a side glance "feel free to watch."

Mako decided to take Korra up on her invitation. He got up to give the girls some room and he sat on the chasie lounge across from them for a better view.

Korra's hands snaked around Asami to grab her back side. She kneaded the soft flesh of Asami's butt as the raven haired beauty bit into Korra's lower jaw and neck. Korra liked it rough and found herself becoming more wet. At this rate her arousal was going to soak through her pants. Korra flipped Asami onto her back and reversed the roles as she straddled Asami. Korra trailed her tongue over Asami's lips, down her neck and chest to delay over the one nipple, encircling it before taking into her mouth. Korra clamped the hardened nipple between her teeth as she tugged gently and quickly flicked it with her tongue. As Korra attended to one breast with her mouth she attended to the other with her hand. She grouped at it roughly a few times, making Asami cry out, before gently caressing it, using her thumb to tease the nipple.

Korra tilted her body to one side, so that Mako had a good view, and so that she could reach down with her free hand and insert one, and then two of her fingers into Asami. She moved her hips wanting to meet Korra's thrusting fingers. Asami's hands freely roamed whatever exposed skin she could reach of Korra's half naked body. Finally Korra abandoned Asami's breasts and kissed Asami's flat stomach and abdomen. She removed her fingers from Asami and licked her vagina from the opening and up to the clit. She slowly teased the clit with her tongue, making Asami moan in delight and push her hips into Korra's face.

Mako was once again highly aroused. He wanted to keep watching, but he also hated the fact that Korra still wore her pants and that she was not as naked as the rest of them.

"this seems a bit unfair" he said as he walked over to the girls. He stood over the arm of the cough and grabbed Korra by the hips. He pulled her away from Asami and towards him.

Asami was about to protest, but she had a feeling that she knew what Mako was going to do. So instead she scooted herself down so that her private area was still accessible to Korra. Mako removed Korra's pants and undergarment with one swift motion. The brunette tried to look over her shoulder at Mako as he adjusted her body so that her butt rested on the arm of the couch, exposing her genitalia from behind.

"Don't worry about what Mako's doing" whined Asami, "pay attention to me."

Korra turned her attention back on Asami. "Jealous?" said Korra half serious, half Joking.

Either way she returned her tongue to it's previous task. No sooner was Korra pleasantly surprised when she felt Mako's tongue delve into her body.

Mako was on his knees so that his face was level with Korra's glorious entrances. He slipped his tongue in and out of her vaginal opening, lapping up the water that had built up during their excursion. Her fluid was quenching to his hot parched mouth. He couldn't get enough of her clean flavor. But he wanted more, she was so warm and wet he wanted to be inside of her.

Mako stood up and taking Korra's hips into his hands. He placed the tip of his penis into her vaginal entrance. For a moment he let it rest there, letting the anticipation envelope him. Korra's body rocked slightly as Asami squirmed in pleasure in response to the avatars talented mouth. Finally he couldn't take it anymore and he pushed himself slowly into her, wanting Korra to feel every inch as he entered her. He let out a low moan as her wet, warm, vaginal canal welcomed him with it's tightness.

His thrusts started out slow as he savored the feeling her vaginal walls had on his throbbing cock as he pushed and pulled. Wanting her to have the same pleasure he reached under to rub her clitoris with his fingers in the same timing to his in and out thrusts.

Unable to help herself, every-time Mako pulled Korra would rock back to meet his thrusts, so that they would crash together harder and his penetration would reach deeper. It also set the timing for her administrations to Asami's clit, subsequently causing the emerald eyed woman to cry out in pleasure. Mako was not immune to the womanly moaning and it made him push into Korra harder and faster.

"I'm cumming!" cried out Asami as her hips were spastic under Korra's face. However the brunette wasn't stopping. Korra was going to keep at it until Mako was finished with her. Asami had never felt such euphoria her body was trying to come down after an orgasm, but as Korra continued her body had no choice but to build for sequential orgasms.

Mako could see Asami trembling and her sounds of pleasure made him push into Korra with reckless abandon. He could hear muffled sounds coming from Korra too, and In the back of his mind he hoped he wasn't hurting her, but in his heated state he couldn't stop himself. Her wetness continued to make his strides smooth and easy and her butt crashing into his hips was pushing him over the edge. finally he felt Korra's inner body tighten and contract in a swift pattern around his member. She had finally let go of Asami's treasure to release her own moans of pleasure. Her body was shaking in the thoroughs of orgasm, and Mako did not release her clit until after a few more violent thrusts his pulsating erection exploded a burst of hot semen into the accepting canal of Korra's Vagina.

Mako Withdrew himself and Korra collapsed on Asami. Chest to chest the girls laid on one another trembling. Mako came around to the front of the couch and sat on the floor, his one arm extended over Korra's back.

"That," Asami said tiredly "was amazing. Next time I offer resistance remind me of this."