Disclaimer - I own nothing in "Potterverse", it all belongs to the astounding J.K. Rowling and company.

Part II. More lemons, less plot. Sirius/Hermione/Remus.

Thank you a million times over to the absolutely amazing remuslives for BETA-ing this second part for me, also. Seriously, go read her stuff, it's the best of the best.

Warning - 18 and over only, please. Very explicit sexual content. Mild slash.

Hermione moved from between them, reached back, grabbed one hand from each of them, and practically yanked them towards the stairs.

They nearly ran the two flights of stairs, seemingly unaware of their state of undress. The moment they stepped into Remus' room, Hermione was pressed against the now-closed door, both men attacking her neck anew, their hands working together to shuck off her jeans. She stumbled a bit to get her feet out of them, but both men holding her steady kept her standing. Moans rang throughout the room as Remus' hand ran the inside of her thigh, reveling in the smoothness of her skin.

"Bed," Hermione groaned.

"As you wish," Remus murmured against her neck.

Hermione squirmed out from between them, hurriedly walking to the queen sized bed in the corner of the room, nearly stubbing her toe on Remus' side table. She plopped herself down onto the deep red comforter, springing up and down just a little before scooting forward, her knees contouring to the edge of the bed, her feet barely touching the ground. The men turned to her, both their faces clearly set into a determined look as they slowly walked towards her, their steps identical in pace. Their eyes roamed over her as they crept forward, taking in her flushed body, the way her breasts rose and fell as their gazes lingered.

"Stop," she said, when they were only two feet from her. Sirius and Remus halted, both of their right legs frozen mid-step. "I want you to finish undressing each other, if that's alright."

They resettled their legs before turning towards one another, their eyes meeting, looking unsure. "I think that would be acceptable," Sirius said after a moment, his voice just over a whisper.

Remus swallowed hard, wanting to touch Sirius so badly, but thought about all the repercussions of going any further than just a kiss. He was on number eight when he felt strong hands wrap around his wrists. He blinked a few times, refocusing, and was a little taken aback by how close Sirius actually was. Remus searched Sirius' eyes, which were barely a foot from his own, needing to know that they were making the right choice. Remus was about to say something, what exactly he had no idea, but Sirius silenced him with a shake of his head.

"Just don't think, Remus," he whispered. "I know you; I know what's going on in your head, and I need to you to clear it. Look at her." Remus turned his head to Hermione, who was watching them with rapt attention. "This is what she wants, this is what I want, and if this is what you want, then just let it happen."

Before Remus' brain had time to catch up with his body's reaction to Sirius' words, his lips were suddenly crashing into the other mans, demanding and rough. Taking advantage of Sirius' gasping, Remus' tongue daringly plunged in with a vengeance. They groaned as Sirius pulled Remus closer, their naked torsos molding together. Hermione watched, her eyes wide and breathing heavy, as Remus broke free of Sirius' hands and fisted the other man's shoulder length hair, looking as though it was his last grip on control. Sirius' hands drifted along Remus' side before finally settling on the top of his pants.

Remus suddenly remembered why he was standing like this with Sirius again and abruptly pulled back, his hands sliding down Sirius' torso, finding the front of his pants. Both men worked the other's trousers at a quick pace, the years of previous practice not going to waste as they moved with a fluidity that left Hermione in a state of awe. Within a few moments, both men stood completely bare, facing each other, pants and boxers kicked to the side. Hermione sat up straighter as she watched them looking at each other, reacquainting themselves with the other's body, as if they were first time lovers again, taking inventory of every inch of skin.

Remus' hand reached out and touched the left side of Sirius' hip, trailing his fingers down just a little ways, but his eyes stayed locked, in an intense stare with Sirius. Hermione suddenly noticed that Sirius had a tattoo where Remus' fingers were; it was full moon and a paw print, merging together in the middle. Although the tattoo itself was simple, the meaning behind it was powerful and beautiful, and somehow just made sense. As she looked at the tattoo, she also realized that she had been too busy staring at their faces to take in their naked forms. She gazed over their rock hard members, both nearly identical in size, Sirius the same amount longer as Remus was wider. As if feeling her stare, Remus looked at her, and she dropped her eyes, feeling as though she were caught doing something wrong.

"Sirius," Remus said, getting his attention.

Sirius followed his gaze and a small smirk appeared on his face. "It's seems as though we have been neglectful."

Hermione looked up at them through her eyelashes, squirming beneath their gazes. Sirius looked at Remus once again, watching him watch her, and somehow it made him want Hermione more. It was unexplainable, but he could feel Remus' lust rolling off him in waves, coating his entire body, begging to burst at the seams. Once Remus dropped his hand from Sirius' hip, he walked with steady footing to the bed before placing one knee upon it, and then the other. Hermione stayed still as Remus continued to move on the bed until he was directly behind her. He sat back, unfolding his legs so they went to either side of her, mimicking her position. Hermione gasped as she felt him scoot closer, his body molding into her back, his erection weighing heavily between her and his stomach.

Remus' long-fingered hands ran sensually up and down her arms as her hands fell to his legs, her nails lightly running over his muscular thighs. "You are far too dressed," he murmured, his lips dropping to place an open-mouthed kiss on her shoulder. "Perhaps Sirius could assist you with that?"

"Yes," she hissed.

No words were spoken as Sirius walked to the bed, dropping to his knees just as he reached Hermione. He ran his hands up her calves, taking time to enjoy the smoothness of her legs, before gently going over the hump of her knees, his hands tingling as they explored her supple thighs. Hermione's breathing increased as Sirius' hands continued their path up her thighs, her legs involuntarily parting more, the further he went. Sirius groaned as he saw a very obvious wet spot on her panties, his member bobbing at the thought that he and Remus had done that. His fingers drifted, feather-light, over her hip before finally reaching the edge of the silky material.

"May I?" he asked, his eyes roaming over her stomach and breasts before meeting her eyes, which were half-lidded.

"Please," she said breathlessly.

Remus supported her weight, stifling a moan as she leaned back into him when she lifted her hips, allowing Sirius easier access to take the material down her legs, which he did gladly. His eyes followed his hands down her legs, wanting to build anticipation for himself, waiting until her panties were no where in sight, before his gaze shifted to her clean-shaven mound. He groaned as her legs parted more, showing him just how turned on she really was. Remus, as Sirius had before him, watched him watching her; he watched Sirius' grey eyes turn smoky and his chest rise and fall at a heavy pace. Sirius' hands started to roam her thighs as Remus reached around Hermione's arms to cup her breasts.

She moaned as Remus kneaded the sensitive flesh at the same moment that Sirius leaned down to kiss the inside of her thigh. "Can you lean back, Remus?" Sirius asked between kisses. "If your back is still bothering you…"

"No," Remus said quickly, "I'm fine." Sirius sat back up, leaned over, and grabbed his pants. He quickly pulled his wand, murmuring a locking and silencing spell, but then he cast a spell that Hermione didn't recognize as it left his lips. "Thanks," Remus said, sounding embarrassed.

Hermione turned her head and saw a large pillow behind Remus, obviously held up by magic. He took advantage of her turned face and placed his lips against hers, sucking her bottom lip into his mouth as his hands resumed their exploration of her breasts. Hermione moaned against Remus' mouth as he leaned back, Sirius spreading her legs more and running his hands closer to where she wanted him to touch… needed him to touch. Sirius smirked as she twitched, her desire so obvious it was causing chills to run down his spine; just the thought of her wanting him so deeply made his need to pleasure her too much.

Hermione cried out against Remus' demanding lips as Sirius' finger slid easily between her moist folds with no warning, running from her clit to her opening, and then back again, moisture soaking his finger on every pass of her core. Remus' breath hitched when Hermione's hips rose, trying to gain more friction from Sirius' finger, her back pressing into his hardened member, a rush of pleasure jolting his heated body. His hands became more bold, squeezing her breasts firmly before his fingers found her puckered nipples, pinching lightly, and rolling them until her breathing became heavy enough to break the passionate kiss.

"Do you want him to taste you, Love?" Remus asked gruffly, his lips hovering over hers.

"Yes!" she screamed as Sirius' finger toyed with the throbbing bud between her legs.

"Care to help?" Sirius asked, raising his head to meet Remus' eyes.

"Gladly," Remus said lowly, pinching her nipple again, forcing a moan from her lips.

Daringly, Remus trailed one hand down to meet Sirius', hissing as his fingers were instantly coated with wetness as they delved between her folds, using two digits to hold them open as Sirius leaned down. Sirius paused, just for a moment to take in the gravity of the situation, before lowering his head further, his open lips falling between Remus' fingers. All three moaned loudly, the sensations of finally tasting her, becoming too much for Sirius; for Hermione, it was the feel of his lips wrapping around her clit, sending waves of lust through her; and for Remus, it was the knowledge of what was happening between his fingers, and the way Hermione's back moved along his rock hard appendage.

"Shit," Hermione groaned, Sirius' tongue hesitantly running over her engorged pearl.

Hermione turned her head again, seeking out Remus' lips, who was only too happy to oblige. Hermione kissed him hard, her tongue immediately sliding over his, her arm snaking back around his neck, holding him in place as her other hand buried itself into Sirius' dark, silky hair. She whimpered and bucked her hips as Sirius trailed lower, his tongue teasing her opening as Remus' fingers slowly began rubbing where Sirius' mouth had just left. Sirius cautiously brought his tongue to her entrance, the tip of his tongue collecting the moisture surrounding her opening, causing Hermione to involuntarily grind her pelvis, begging.

"Impatient," Sirius muttered, but didn't allow a response, for he boldly licked her with the full pad of his tongue.

Hermione moaned, breaking the kiss with Remus, her hand tightening in Sirius hair as he continued a slow pace of stroking her with his tongue to Remus' fingers, then to her soaked core, and then back again. Just when she thought she was going to lose her mind as the slow pace, Remus' fingers parted her again and Sirius attacked her clit anew, his fingers coming to taunt her again. She cried out as two long digits entered into her warmth and Remus took the opportunity to take her mouth again, his tongue following the rhythm of Sirius fingers.

Sirius' tongue lavished her, his pace quickening as he felt her velvety walls convulse tightly around his fingers, her hips moving in time with his motions. Remus pulled at her nipple, knowing she was close; her kisses were sloppy and her body was shuddering and moving against his, slowly clipping the last strings of self control he had. Sirius curved his fingers within her, hitting a spot that threw a flash of light across her vision and she lifted off the bed, an orgasm ripping through her body. The men groaned as she came, their names torn from her lips over and over until they were strung together and it was just incoherent syllables, her release coating Sirius' fingers, her walls and body convulsing spasmodically.

Hermione felt like it went on for hours, so many sensations exploding in every crevice of her body, her mind shutting down completely as she came down from her high. She felt Sirius and Remus' movements slow, obviously feeling her body calming. She pressed her lips back to Remus' in a way of thanks, unable to form a sentence correctly. He kissed her back slowly, taking time to memorize her kiss, the way she tasted, the feel of her tongue against his. They broke apart and Hermione turned to Sirius, grasping his hair more firmly and pulling him up to her, their lips meeting a little more desperately than hers and Remus' had. She groaned as she tasted herself, causing his own unique taste be more musky, sending a surge of desire through her veins.

As Sirius and Remus pulled away their hands, Hermione broke the kiss with Sirius and started to wonder…

"How do you want to do this, Love?" Remus asked from behind her, his lips running lightly over her shoulder, inhaling her scent.

"It's up to you," Sirius added, wanting nothing but for her to be comfortable with the entire situation.

Hermione mulled this over for a moment, hundreds of different options coming to mind, but they all ended up coming back to one. "Stand up," she said to Sirius before looking back to Remus. "As much I really love you this close, would you please get fully onto the bed."

Remus quirked an eyebrow at her, but as soon as Sirius stood, he suddenly knew what her plan was, and nearly groaned. Remus moved back from her as Sirius rose to full height, comprehension sweeping across his features, his eyes growing wide in anticipation. Remus waved his hand at the pillow, which was blocking his movements, and it vanished, leaving him the room to tuck his legs beneath him, rising up onto his knees. Hermione slowly mimicked Remus' position, placing her hands on Sirius' chest as she settled onto her knees. She ran her hands over his torso as Remus reached out to trace the contours of her back.

"Bloody hell," Sirius moaned, closing his eyes, as Hermione's hand traveled lower, her palm ghosting over his manhood, her fingers tingling as they ran down his pulsing arousal.

Hermione didn't toy with him for but a moment, choosing it was better to pleasure all three of them at the same time, rather than singling anyone out. She moved back a little, letting her hands drop to the bed as she bent over, her legs spreading. Remus took a moment to run his hands over her round backside, smiling as a shiver went up her spine. He slipped his hand between her legs, cupping her sex before lightly pressing his palm into it, causing her to rock back, loving the friction.

"Please, Remus," Hermione panted.

"Let me see you put your lips around Sirius first, Love, if that was what you had intended to do," he replied, grinding his hand again, barely able to contain a groan as he felt her wet once again.

Hermione instantly leant forward, her hand reaching out, going around the back of Sirius' leg, pulling him as close to the bed as possible. His knees hit the edge of the bed and he steadied himself against it, his breathing rapid and his head leaning back as Hermione's gaze fell upon his throbbing appendage. She moistened her lips, groaning as Remus' hand moved again. Without a second thought, Hermione took the hand from Sirius' leg and slid it around to his front, grasping him before slowly wrapping her lips around just the tip of him. The feel of her mouth slowly sliding down his shaft ripped a loud groan from Sirius' chest.

"Good girl," Remus murmured, trailing his unused hand from her shoulder blades to her hip, his other hand slowly sliding out from between her legs.

Hermione groaned, causing Sirius to moan as the sound vibrated around what was in her mouth. Her motions around Sirius froze as she felt Remus move closer to her. Sirius took her pause as an opportunity to dive into Hermione's hair, carefully pulling out the large hair tie, her hair spilling down, curly and puffy, making Remus growl slightly. Remus loved her hair. Although it had grown less frizzy with age, it was still wild and long and untamable looking, just the way he liked it. Remus grasped one of her hips before his other hand wrapped around his arousal, slowly bringing the tip to Hermione's core. He heard her breathing coming out in pants, her want for him obvious and maddening at the same time. He teased her, letting just the tip of him collect the moisture between her legs. Hermione bucked against him, unable to help it, and it was then that Remus entered her, slowly but steadily.

Hermione cried out around Sirius' length, the feel of Remus sliding in her, causing her eyes to roll to the back of her head. Remus joined her in crying out, unable to help it as her velvet walls, tight and wet, stretched to accommodate him. He heard her whimper as he hit bottom, closing his eyes to gain more control, the feel of being completely sheathed inside her warmth, nearly too much to take. Hermione felt Sirius pulse in her mouth; her tongue stroked the underside of him as she took in more of him, ripping a groan from him. Seeing this, Remus involuntarily ground into her, both of them moaning.

Remus slowly pushed her hips forward until he was halfway out of her, before pulling her back to him, a low groan leaving his lips as he filled her again. Sounds filled the room as they soon found a rhythm which suited them, Remus at the heart of it, pulling and pushing Hermione, guiding her back and forth along him, setting the pace for her mouth around Sirius, whose head was still thrown back, his hands lost within the tangled mess of her hair. This image propelled Remus onward, his strokes long and deep, just taking the time to burn the feeling to memory, loving every second of her walls tightening around him each time he hit bottom within her.

Hermione tried to meet Remus' thrusts halfway, her mind overloaded with the feel of him filling her so fully, as well as Sirius' manhood pulsing hotly between her lips, his pants and sighs spurring her on. A low whimper from Hermione as Remus hit a sweet spot caused more suction around Sirius. He moaned loudly, feeling that unmistakable tightening, his fingers threading deeper within her hair, his knees weakening. Remus, noticing this and sped up the pace, his hands grasping Hermione's hips more firmly, trying to keep himself from speeding down the path the Sirius was clearly at the end of.

"Hermione," Sirius breathed, finally looking down to watch her mouth sliding up and down him. "I'm going to…"

Before he could get the rest of the sentence out, Hermione moaned loudly, indicating she knew what he was saying. That was the last thread of control Sirius had, unable to stop his hips bucking slightly as he came, Hermione sliding as far down as she could, creating a vacuum like seal before pulling back, making sure she had every last drop before slowly releasing him. He kept his hands in her hair, catching his breath, as Remus pumped into her with abandon, wanting to drive her over the edge with him. Sirius' hand, somehow managing to become detached from her hair and sought out her breast, leaning to be able to reach it, playfully pinching her nipple.

"Remus!" Hermione moaned loudly as he slammed into her again, one arm going around her waist to hold her closer, his pace fast and messy, but she wasn't complaining in the least.

Remus felt her walls convulse tightly, and he knew she was there. He made rapid, deep thrusts, hitting a spot within in her that made her see stars, her second orgasm washing through her so quickly that she cried out. Hermione bucked and arched as her release ran through her, coating Remus' member as it pounded into her with unrestrained lust, milking him into him own blissful orgasm. Three rough thrusts later, Remus followed her lead, burying himself deeply within in her as he came. His body folded over hers, both of them still shuddering from the aftermath of their powerful releases, their breathing rough and short.

"Can't… stand," Sirius said brokenly, sounding exhausted.

Both Hermione and Remus understood quickly, unable to comprehend how he was able to stay upright that long to begin with. Hermione whimpered as Remus' warm body raised off hers, slowly pulling from her warmth, both feeling a slight loss. Remus moved to the far side of the bed, falling ungracefully onto his back, hoping the other two would follow suit. Sirius gently untangled his hand from Hermione's hair before reaching for his wand, performing a general cleansing charm, Hermione slowly making her way to her side, facing Remus. Sirius stood on shaky legs, watching as she inched her way towards his ex-lover, a smile crossing his features.

Hermione laid her head on Remus' chest as his arm snuck underneath her head, pulling her closer. Her arm slowly slid across his stomach before settling, her leg instantly going over his as she snuggled into his side. She couldn't help but smile as she felt the bed sag slightly, indicating Sirius had decided joined them. He moved until his body was pressed fully against hers, his front to her back, his arm meeting Remus' beneath the pillows. Her eyes began to flutter as she felt hands meeting on her hip, her smile growing as she felt Remus and Sirius' fingers twine, all three letting out identical, content sighs.

"So Hermione," Sirius said quietly against her shoulder, "about your nana's recipe…."

A/N - Part II, complete! I hope you enjoyed it! Review please! I really do love to hear what everyone thinks!