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For Lily, it starts with a fantasy.
She's always had a healthy sexual curiosity - can anyone really blame her if a few of her friends and acquaintances make a guest appearance in her fantasies once in a while? No, Sir.
Of course, some friends are more frequent visitors than others. Regulars, even. It doesn't necessarily say something about the person she's thinking about, she justifies to herself in the shower, in the bed, on the sofa and on one memorable occasion, in the bathroom of a moving train.
She never had the chance to further explore her interest in women, so it's no wonder that she sometimes thinks about the attractive females in her surroundings, like Robin. And if Robin sometimes has a uniform jacket and a riding crop in these thoughts, well, that's nobody's business.
And any woman spending time around a hopeless womanizer like Barney just has to wonder what it is that makes the poorly treated women he sleeps with still come back, right?
She loves Marshall endlessly, but sex and love is different things, and on some days, she googles articles about open marriages and swinger clubs and wonders - what if?
*
For Marshall, it starts with an after work turned into a game of truth or shots.
"Okay, okay, I got one", Jenkins says, whiskey bottle swinging in one hand, other one pointing at Barney. "You have to bang someone in HR, who do you pick?"
The question causes whines of sympathy from the crowd - the women in the HR department are Edna, nearing retirement with the attitude of a strict school teacher, Jeanie, currently 8 months pregnant and with buck-teeth, and Sandra, fairly attractive, but also the daughter of one of the major shareholders and the reason behind two terminated employments since she started five months ago.
"Easy", Barney says, looking at Jenkins like she's being ridiculous. "I'd bang Mark the Intern." His reply gets some laughter and cheers, and Jenkins has to drink the shot. Marshall looks at him, puzzled.
"Hey", he drunk-whispers, leaning over. "You like women, right?" Barney gives him an equally puzzled look.
"Not exclusively", he says, slurring slightly.
Not exclusively.
Not exclusively, not exclusively, not exclusively.
*
For Barney, it starts with the drunk train. Failing to pick up a single hottie, he's alone at the Long Island station, drunk and with vodka thrown into his face more than once. Ted, being a horrible wing man and friend, left with a six and this is the point where he realizes that he's in Long Island, the next train leaves in five hours and he can't find his credit card. So he calls Marshall.
"You're in luck, we're in a cab home now. We'll pick you up at the station", Marshall tells him.
Fifteen cold minutes later, he's in the back seat of a cab with Lily. She's a bit tipsy and keeps giggling and look between him and Marshall, but refuses to say why. Waiting in the cold has made him feel almost sober, but between her giggling and Marshall's quiet, amused smile, the alcohol takes a new hold and he finds himself laughing along, even though he doesn't know what the joke is.
Marshall pays the cab, and Barney inhales some fresh air and looks over at Marshall, while Lily digs around in her handbag after the keys.
"Really, what is so funny?", he asks him, still laughing.
"We had an important conversation. About, well, our future. We're feeling happy about it", Marshall says, and he looks happy. It's a good look on him.
"That's not why I'm laughing", Lily protests. "I'm laughing because I know something you don't know."
"Honey, maybe I should look for the keys", Marshall says, in an obvious attempt at distraction. It doesn't work.
"What's that?", Barney asks.
"Marshall thinks you're hot", Lily says, then giggles again. Well, that can't be right.
"You do?", he asks Marshall, eyebrows raised in question. Marshall is blushing, blushing, and he still has that stupid content happy look on his face.
"Yeah, I do", he says. "I think you're hot." And Barney isn't sure what to say to that.
"Ah. Well, thanks. In the spirit of, honesty, or whatever this is, I think you're pretty hot too. You too Lils, you know that", he says, awkwardly, leading to more giggles from Lily. "But um, why is that a cause for laughter now?"
"Well, it's just, we had that conversation all couples have at some point", Marshall says, also looking a bit awkward. "If we where to have a threesome with one of our friends, which one would it be?" Lightbulb on.
"And you picked me? Would you mind calling Ted right now and telling him that?", Barney says, big smile. "Who did Lily pick?"
"We both picked you", Marshall says, looking even more awkward, causing Lily to giggle once again while she's finally getting the key in the lock.
"And twenty minutes after this conversation, who calls and wants to stay the night?", she giggles, and this time Barney laughs with her. And then he catches Marshall, watching him, with the same smile. Their eyes lock and it's hard to say which one of them moves first, and it feels like seconds, but Barney feels himself leaning in and brushing his lips against Marshall's.
And just like that, it's on.
*
His fingers press firmly into her hips, pulling her against him, and he doesn't hesitate for even a second in licking her. She had wondered what this might be like, and as she grasps at the countertop for support and her legs tremble, she has to admit that it's pretty damn good. He's licking at her firmly with broad strokes, stopping at times to suck on her clit, and it's making her squirm. She rambles something to the effect of more and faster and don't stop but he ignores her, keeping a steady rhythm that steadily turns her breath shallow and makes her muscles shake.
She looks up to see her husband, leaning against the doorway, his suit jacket shrugged off and his shirt half-unbuttoned. He's watching them with a slight smile and intense eyes. When she meets his gaze, the look he gives her is somehow both fond and turned on, and she gives him a smile before looking down at Barney, still fully dressed, and forgets to think anymore. When her orgasm hits her, moments later, she almost falls to the floor.
"You need some time?", he asks her, while she's still gasping for her breath, seemingly ready to continue this and go for a second orgasm. She nods and he rises, letting her hiked up dress fall back in place, resting his hands at her waist. And for all his silly lies and plays and frat boy manners, in this moment he is completely serious, and there is nothing silly about it at all.
*
Marshall is still watching them. His wives flushed cheeks and some damp strands of hair that's gotten lose from her updo. His friend, carefully attentive, looking almost exactly the same, save a certain glow in his eyes and a slight wrinkle on his suit. The sight of them makes his mouth go dry and warm desire pool low in his stomach.
Barney looks over at him, perhaps just now remembering his presence, because for the first time he looks just a little bit uncertain. The unspoken question is sort of hanging in the air. So I just ate out your wife, you still cool with this? And still that glow in his eyes when they lock with his, making the air tremble with sexual excitement. Marshall takes three long strides across the room, determined to show him just exactly how cool he is.
He doesn't miss the flash of panic in Barney's eyes as he grabs roughly at the lapel of his suit and tugs at him. But as he goes in for the kiss, Barney's lips part easily for him and his head falls back, giving Marshall full control. Which is fun, for a bit, letting Barney get pressed up against the counter. Then he bites gently at Barney's lip and that puts some fight back into him, makes him return the kiss more forcefully and tug the remaining buttons on Marshall's shirt open. Marshall runs his hands through Barney's hair, tugging a little, which makes Barney let a small moan slip. He likes that sound, so he tugs harder, bending Barney's head back as he bites gently at his exposed neck. Barney keeps making the most beautiful sounds, small gasps and moans and whimpers, so he continues as Barney presses his hips against Marshall's, making both of their hard ons apparent.
Barney pushes his shirt down his shoulders and he takes a moment to properly get it off. Barney gives him the look up and down, an appreciative grin that makes Marshall feel a little bit like he's on display.
"You look good, Eriksen", he says in a leering tone that maybe shouldn't be sexy, but is, and Marshall drags off his suit jacket, almost rips off the shirt under it and then they're both shirtless.
"So do you", he says, because it's true. The time Barney spend at the gym, it's not surprising that he has a lean, muscled torso that Marshall can't help but run his hands over slowly before helping him out of his tie. Barney let's him drag the tie over his head, and then it's his turn to pull Marshall in to a kiss.
*
"Wow", breathes Lily, next to them, just loud enough to be heard. Both of them look away from the kiss, at her large eyes, pupils blown out of proportion. Her lips are slightly parted and her hand is pressing against her pussy, over her dress.
"No no no, keep going", she says, rushed. Barney can't get over how different she looks like this, beautifully attentive, touching herself as her husband pins him against their counter, kissing him firmly. He doesn't know which one of them he wants more.
Marshall decides for him, dragging him back in a deep kiss, a firm grip on his hair. Did he ever tell Marshall about that slight submissive streak he has, or is it just luck that Marshall pushes him hard against the kitchen wall and opens his belt with a forceful thug that makes Barney absolutely melt?
He pushes down Barney's pants and underwear at the same time, freeing Barney's erection. He grabs it as he goes to his knees and Barney hears himself say oh god, to which Marshall smiles. A wave of relief goes through him as Marshall takes him in his mouth and he is finally, finally getting some of the attention his cock has been craving since that first look.
He leans his head against the wall as Marshall starts to slowly suck him with surprising skill and he briefly wonders if Marshall has done this before. Then he looks down and meets Marshall's eyes and the whole thing blows his mind again, the fact that Marshall is on his knees, his dick in his mouth, looking at him like that. It's unbelievable, it really is, and Marshall is using his left hand to gently rub his lower back and just wow.
He looks over at Lily and she is still staring, still touching herself, looking more and more flushed. He always knew they got up to some kinky stuff in their marital bed, but he never would've imagined this.
Heat is starting to pool in his groin and he knows that he is nearing an orgasm, but he doesn't want to come yet, worried it might be the end of the night.
"I'm really close", he manages.
"Do you want to come?", Marshall asks him, his hand still on his cock, his voice absolutely devastating. He shakes his head.
"Not yet", he says. Marshall nods and kisses along his groin and upwards, stopping to suck a mark over his hip bone. He stands up properly and standing this close, their height different becomes more obvious.
"Bedroom?", he asks and Barney can barely answer, still has to lean against the wall for support, but he manages a weak yeah. He drags his pants back up and Marshall rests his head against his shoulder while he fastens his belt, pants brushing awkwardly against his hard-on.
"Nobody's forgotten about you, princess", Marshall says and reaches out to drag Lily closer. He presses a quick kiss against her cheek and then leads the three of them to the bedroom.
*
There's a bit of an awkward moment when they get to the bedroom, the three of them sort of standing around, not quite knowing what to do, and Lily has a terrible feeling that this could be it, that a few poorly chosen words now could end the whole thing, and there is so much she wants to do before this thing ends. She goes through the options in her head, tries to think of the right thing to say.
"I need help with my zipper", she says instead, and both Marshall and Barney move towards her, both a bit hesitant but neither one stopping. She turns around and feels one set of hands holding her hair out of the way, another set slowly undoing the zipper in the back of her dress. As the dress is slowly brushed away from her back, there's a set of lips against her shoulderblade. She can't tell whose, but she can tell that the warm, large hands coming around her waist belongs to Marshall, while the slightly smaller, softer ones that are slowly brushing her dress down her arms are Barney's. She's shivering at their touches, holds her breath as her dress slips off her arms and Marshall takes over undressing her, pushing her dress to the floor. Barney interlocks his fingers with hers for a moment, and this time she's sure that the tongue slowly making it's way up her neck is his.
She reaches behind her back and unclasps her bra, letting it slide to the floor, half expecting Barney to let out an evil laugh and reveal secret cameras in several spots in their bedroom. But he just runs his fingers slowly up over her rib cage, cupping her breasts. His thumbs brush over her nipples, causing them to harden. She lets out a long, shivery breath. Marshall's hand are at her hips, stroking just along the line of her panties. For a moment, she imagines herself as the queen of some ancient civilization, with a harem of eagerly willing men at her service. Then Marshall runs a finger down over her clit and she gasps.
She bites her lip and looks over her shoulder. Marshall is using one hand to rub small, teasingly soft circles over her clit, and the other one is in Barney's hair. Their lips are locked in a slow kiss and god, that is hot. Her husband and their friend together might be the hottest thing she has ever seen. Barney's hands is still stroking her breasts and as she turns around, one of them ends up on her back and the other one is at Marshall's lower back, pulling him closer. She starts kissing along Marshall's neck, and his hand squeezes gently at her buttock.
There's a rattling sound and she looks down to see Barney fumble open Marshall's belt. She places a kiss against Barney's neck as well, approvingly. Barney and Marshall break off their kissing as Marshall shimmies out of his remaining clothes, and she can barely look at them for the heat and desire that is radiating from their eyes. Barney looks at her too, and the pure want makes her reach for his pants as well, and suddenly she's the most dressed person in the room, in her panties.
Marshall sneaks up behind her again, starts once again to rub her clit through the wet fabric of her panties. Barney remains still, his eyes on them as she leans back agains Marshall for support. It makes her feel exposed, being watched by him, even with a warm smile on his face.
"Come here", she says, a little softer then she meant to. "Make yourself useful", she adds, for a bit of spice. He laughs at that, just a little, and steps forward, sharing a look with Marshall over her shoulder. He steps in close enough that she can feel his hard on grazing her pubic bone, and it occurs to her that the main thing between them is just a thin layer of fabric, that could easily be pushed aside. The thought makes her shiver.
He sweeps her hair to the side, leans in, licks up her neck and sucks on her earlobe. Marshall is still using his hands to drive her out of her mind.
"Make myself useful, eh?", he whispers. "You seem to be doing quite well." He catches her lips in a kiss, an unexpected one, fueling her desire. Then he breaks it off.
"Tell me, Aldren", he whispers again, so close to her ear, his hands stroking along her sides as he speaks. "How can I be at service?" She makes a noise intended to convey that he's being a jerk, but also please don't stop touching her.
"No really", he says, teasing gone from his tone. "What do you want from this?"
She answers before thinking.
"I want Marshall to fuck you", she says. "And I want to watch."
*
Marshall tenses up a bit because woah. They never discussed this in much detail, never really expected this to happen (and definitely not like this). He wonders if Barney will bolt, is expecting him to, really. Instead, he glances at Marshall, then gives Lily an openly admiring look.
"Well played, Aldren", he says, sounding impressed. "Okay."
"Okay?", she says, sounding as surprised as he feels. Barney nods, like it's no big deal, and maybe it isn't.
"Yeah, I'm game", he says, then looks at Marshall and adds "If you are, of course."
"Yeah", Marshall answers. "Yeah, definitely."
It's hard to say exactly how they end up at the bed, because his mind is still spinning with one simple thought - I get to fuck Barney Stinson. But they do, and through some combination of teamwork, lube and pure excitement, Barney ends up on his back with three of Lily's fingers inside him, a blissed out look on his face. Lily's expression is the wide-eyed wonder and excitement of a kid at Christmas morning when their eyes meet, and he leans over and kisses her. Marshall works a finger of his own in, knows that he's big, knows that this is the sort of thing that requires preparation. Barney has opened his eyes, is watching the two of them, looking almost high.
"Wow", Barney comments, and Lily bends down and takes him in her mouth. I know what that feels like, Marshall thinks.
"You sure about this?", he asks Barney as Lily removes her fingers.
"Trust me", he answers. "I definitely want you to fuck me." Lily makes a delighted noise and moves over to the other side of the bed.
Marshall starts to slowly press in to Barney, watching his face. His eyes are squinted together and he's biting his lip, but he mumbles yes yes keep going yes. Marshall runs one hand along Barney's side and keeps going, until he's all inside. It feels glorious and if the sounds Barney keeps making is any indication, he feels the same. He's gorgeous, leaned out like that, muscles tensed up, hair a mess from where Marshall tugged earlier and his erection pressed against his stomach. It's a moment he wishes he could save, but Barney clenches around him and tells him to move, so he does.
He forgets about Lily, a little bit, all his focus on the man under him, who's moving with him, grabbing at his arms and back and hair, pulling him into uncoordinated, desperate kisses. He wraps his hand around Barney's cock, keeps the same rhythm, and in return he gets to hear some truly filthy words tumble across Barney's lips. When he does glance over at Lily, she looks as turned on as he feels, her hand firmly placed between her legs.
"Hey, come here", he tells her.
*
Every single nerve ending in Barney's body is tingling with pleasure, so he's not overjoyed when Marshall pulls out of him. With some shuffling around though, he finds himself on all four, Marshall back inside of him and Lily under him, guiding him inside her. For all the times he's hit on Lily over the years, he never once expected her to want this. She's warm around him and she kisses him like it hasn't even occurred to her that he's the same guy that she's regularly outraged by. He doesn't dwell on it, though, because they all start moving, trying to find a good rhythm. It's a bit tricky at first, but soon they figure it out and oh, there's that overwhelming pleasure again.
Marshall's mouth is at his neck, possibly leaving bite marks. Lily's hands is at his back and shoulders, scratching him slightly. He finds himself pressing kisses against Lily's collar bones and neck in between breaths. He manages to hold himself up with one arm, using his free hand to rub at Lily's clit. It doesn't last for long, Lily coming in a spectacular orgasm that leaves burning nail marks at his shoulders. She laughs and rolls to the side, telling them she's exhausted. Marshall wraps his hand around Barney's cock and picks up the tempo. Finally, he orgasms as well, waves of pleasure rolling through him.
Marshall pulls out of him and discards the condom, impressively still hard. Barney's body feels heavy and lazy in the afterglow of his orgasm, but he pushes Marshall down on his back and wraps his lips around his erection. It's Marshall's turn to say ridiculous things like oh please and godgodgod and Barney, until he finally comes in Barney's mouth. He's barely had time to swallow until Marshall drags him into a warm, slow kiss.
Barney looks at his friends - they look stupidly happy and blissful, and they drag him down in the bed like it's the most natural thing in the world, mumbling things like that was amazing and you two are really hot together and I'm really glad we did this.
And for once, he is happy to fall asleep in a sticky, sweaty pile of people, with a warm feeling in his chest.
*
Of course, when they wake up the next morning, they both scream at the sight of him in their bed.
But as the memories of the night before return, Lily puts on some coffee and Marshall makes French Toast and they send him off caffeinated and well-fed without anyone having said the words mistake, never again or one time thing.