A/N: Yeah, I have NO CLUE what prompted this. I was staring at the screen and this spilled forth. If you catch a plot, please shoot with several silver rounds and douse in holy water.

"Cas," Dean whispered against the angel's pale throat. "Calm down. Sammy's sleeping over there."

Castiel made a soft noise of acknowledgement and continued to grind down against Dean. The old motel bed frame made a squeak of protest. Dean flipped the two of them, pinning the angel under him. Dean grabbed both wrists and pinned them to the pillow.

"I said calm down," Dean hissed. The sudden switch in positions did nothing for Castiel's self control. He made soft breathy noises and tried to regain as much contact with Dean. Dean ground his hips down hard, bringing their naked cocks together. Castiel let out a high pitched gasp at the contact.

Dean froze the second he heard movement beside them. The angel kept bucking upwards until Dean placed a finger over Castiel's open mouth.

They lay silent for a moment, making sure that they didn't wake Sam. They heard nothing but the soft, even breathing from next to them.

Exhaling softly, Dean resumed grinding down, but slower. He kept Cas' wrists pinned above his head with one hand. He placed two fingers on the edge of Cas' open, panting mouth.

Without instruction, the angel took them both into his mouth and sucked. He swirled his tongue around, making them as wet as he could. Dean bit his lip, trying not to moan as that heavenly tongue made dirty movements along the digits.

He pulled his fingers out from Cas' mouth and shifted his weight. He trailed along the inside of the well toned thigh, bringing it up to Cas' hole.

Covering Cas' mouth with his own, Dean slid one finger in. Cas pushed back, making a keening noise. Dean froze as he heard movement again.

"He's awake," Castiel whispered against Dean's lips. Dean slumped. Goddamned cock-blocking brother.

Castiel rolled his hips, urging the finger in further. Dean shook his head and mouthed "no" and tried to pull away. Cas wrapped his legs around Dean's waist, keeping him there. Cas broke the hold Dean had on his wrists and pulled Dean down on top of him.

"He's listening to us," Castiel breathed against the side of Dean's neck before biting it softly. Dean's whole body tensed.

He wouldn't, can't, have sex with Cas while his brother lays there and listens to it.

"Yes, you can," Cas whispered on the corner of Dean's jaw. Cas flexed his muscles around Dean's finger. Dean reflexively crooked it upwards, making Cas groan. They heard another movement from Sam's bed.

"You're an exhibitionist," Castiel said, licking Dean's Adam's apple. "Sam likes to watch."

Dean's libido warred with his common sense. He loved being watched, but it was Sam. That just made it weird.

"He's not worrying about it being weird," Cas whispered, biting Dean's neck again.

"Stop with the fucking mind reading," Dean hissed. Cas' hand pressed Dean's ass down, bringing their cocks together again. Dean couldn't hold back his moan.

Giving over, Dean flipped the covers off of them. Castiel bucked upwards and threw his head back. Dean's ears perked up when he heard Sam's breathing become a bit harsher. Dean slipped the second finger into Cas. Cas' gasp bordered on pain, but he still pushed back against the intrusion.

"So fucking tight," Dean growled. He twisted his fingers, finding Cas' sweet spot. Cas unwound his legs from Dean's waist and spread them as far as he could. Castiel placed his hand on the broad shoulder and pushed down.

Dean left a line of open mouth kisses down the smooth pale chest as he was pushed towards Castiel's crotch. Out of the corner of his eye, he saw Sam moving under the covers and a pair of boxer's hitting the floor.

Opening his mouth, Dean took Cas' cock to the root in one motion. Castiel arched off the bed, his moan echoing in the room. As Dean bobbed on the cock in his mouth, he saw slow movement under Sam's covers. He groaned around the flesh, making Castiel writhe and moan again.

As awkward as it was, and as much as he may regret it in the morning, having Sam watch them was fucking hot.

Castiel threaded both hands into Dean's hair and held on tightly. He thrust upwards into his mouth. Castiel's head rolled on the pillow, his eyes locking with Sam's.

Dean pulled off of Castiel's cock and gave a quick look around their bed. He reached for the lube that was peeking out from under one of the pillows. He pulled his fingers out from Cas, who whined at the loss. Dean crawled up the bed and lay down on his back. He poured a generous amount of the liquid into his hand and spread it on his cock.

"Want you to ride me," Dean said, grabbing Cas' narrow hips and pulling him on top. Castiel held Dean's cock straight and slammed down, seating himself immediately.

All three of them moaned together.

Dean kept a tight grip on Castiel's hips as the angel rose himself up and dropped back down. Dean gave a quick look over to Sam. The movements under his blanket were faster now.

"Show him," Dean panted. "Show them to him."

Castiel nodded his eyes heavy. His back curled forward slightly. There was a light ruffling noise and two large black wings appeared.

Sam made a breathless noise as Castiel flexed them while still riding Dean. Dean slammed his hips up.

"Fuck me like you mean it," Dean said in between pants. Cas rocked his hips faster and spread his wings. He looked over to Sam and stretched the one wing further. The feathers touched the bed beside Sam's face.

"Go ahead," Cas groaned as Dean hit his prostate. One hand came out from under the covers and Sam gripped the tip of Castiel's wing.

"Like a bitch in heat," Dean growled, one hand sliding around to the base of the angel's cock. "Don't care who touches you, you want it that bad," he said as he began stroking in time with his thrusts. Castiel's groans became louder as Dean hit that tiny bundle of nerves and Sam ran his tongue over the tips of the feathers.

Dean looked over to Sam.

"Want to watch him come," Dean asked.

"God, yes," Sam said, his voice deeper than what Dean is used to. Castiel jerked at the sound and rocked faster. Sam pushed the covers away and sat up on the bed. He kept one hand working on his own cock. The other tugged Castiel's wing closer. Sam took the edge of the bone in his mouth and bit gently.

"So greedy," Dean said as his hand landed on Castiel's ass. The crack of skin on skin echoed in the room. Castiel moaned loudly. Dean gave a few more slaps and Sam's fingers began to tug on the feathers, his mouth still nibbling on the bone.

"More," Castiel pleaded, slamming himself down harder against Dean's thrusts. Dean released Castiel's cock and grabbed the narrow hips.

Dean kept hitting Castiel's prostate with every thrust. Dean gripped the flesh harder and dug his nails in.

"You want more," Dean panted. Castiel nodded. "Fucking insatiable bitch," Dean growled. "You want me to fuck you all night, don't you?"

Castiel's head fell back as a rumbling noise escaped from him. Dean felt the vibrations through his cock. The angel could usually keep his Grace in check during sex, but not tonight.

Dean pumped his hips faster as the angel's rhythm began to falter. The lamp on the table between the beds rattled.

"Come," Dean ground out. "Come, you fucking whore."

Castiel's body went rigid and he shouted. A wave of energy came from Cas. Dean arched and gripped the angel tightly. He let out a curse as he came inside Castiel's body, his vision whiting out. He heard Sam making a strangled noise.

Castiel slumped forward, resting his forehead on Dean's chest. Dean's hands found the base of his wings and stroked the down.

The three remained silent, trying to catch their breath. Castiel chuckled and looked over to Sam.

"And here I thought that Dean had the filthy mind," Castiel said. Dean looked over at Sam with a raised eyebrow.

Sam tried to pull away from the duel stares he was receiving. Castiel pulled himself off of Dean and kneeled near the edge of the bed.

"Oh, you're wrong," Castiel said gently. "I think he might like it."

"Like what," Dean asked, sitting up nervously. Castiel smiled at Sam.

"Tell him," the angel coaxed. Sam looked down, hiding his eyes behind his long hair.

"I want to fist Cas," he mumbled. "Right now, with your come still in him."

Dean's sated dick gave an interested twitch.

"Really," Dean drawled. "That is pretty kinky." Sam shrunk further into himself.

"Come over here, Sam," Castiel said. He smiled and lay back on the bed. He propped his feet up and spread his legs. His wings were spread out under him.

It looked damned inviting from Dean's vantage point, so he could only image what it would look like to Sam. Dean curled his hand under Castiel's thigh and tugged it further away from the other. He nudged the edge of the black wing with his knee so he wouldn't kneel on it. He knew how sensitive they were, and had no desire to cause that kind of pain.

A shiver ran through Sam as he pulled himself off the bed and made his way over to the other. He dropped down onto the floor facing Castiel's hole. He ran a gentle hand up the thigh Dean wasn't holding. He dropped a few soft kisses just above where his hand trailed.

Without warning, he shoved two fingers from his other hand into Castiel's well stretched hole. Castiel moaned loudly. Dean reached up on the bed for the lube.

Sam's fingers brushed Dean's as he took the container. Dean pulled away quickly and stared at the enraptured face of Castiel. Sam poured lube onto his other fingers and slid a third in.

Sam twisted his fingers and spread them, loosening the muscle. Castiel thrust back, trying to take more.

"You won't hurt me," he panted. "Trust me."

Sam nodded and thrust his pinky finger in beside the rest. He pumped them in and out harshly. Castiel keened and brought his hand up to Dean's head. Keeping his hand in place, Dean leaned down and kissed the angel and biting at his bottom lip.

Dean pulled away and looked down between Castiel's spread legs. Sam had his thumb tucked in to his palm and was twisting his hand. Dean groaned.

"Fuck, you should see yourself," Dean said as his other hand scratched across one of Castiel's nipples. "Greedy little hole trying to take more of him."

Castiel was whimpering and pushing back to take more of Sam's hand. The wing on the bed fluttered along Dean's thigh. Castiel stared at Dean through lidded eyes, his mouth open and panting.

"Fuck my mouth," Castiel begged. Dean released the thigh he was holding and moved to straddle the angel's chest. "No, to the side," Castiel tossed a glance to his wing.

"Not gonna hurt you," Dean whispered.

"Please," Castiel begged. "Want it."

Dean could never say no to him. He grabbed a pillow from the top of the bed and slid it under Castiel's head. He moved so he was resting his weight on one knee beside the pillow, the other hovering over the wing. Without warning, he dropped his other knee, pinning the feathers and flesh into the mattress. Castiel's head dropped back and he howled in pleasure.

Dean seized the opportunity and thrust his half hard cock into the open mouth. Castiel groaned around the flesh in his mouth. Dean's hips snapped forward.

"Ready, Cas," Sam asked. Dean looked between the spread legs and saw Sam pouring more lube onto his hand. Castiel made a groaning noise of consent.

Dean couldn't tear his eyes away as Sam pushed slowly in. Sam's jaw dropped the further his hand went in. Dean stopped thrusting, allowing the angel to adjust.

Castiel screamed around Dean's cock as Sam's hand stilled. The lamp rattled again.

"Shit, Cas," Sam whispered. "Oh fuck."

Dean's hips snapped forward, shoving his cock further down the angel's throat. He looked down between the spread legs again and saw that Sam's hand had disappeared.

"Fuckin' little whore," Dean growled, his hips starting a punishing pace. "You like both holes being used?"

Castiel whimpered as one of his hands wrapped around his own cock. Dean wound his fingers through the dark unruly hair and gripped tight.

"Gonna curl my fingers now," Sam whispered.

Castiel's body began to shake as Sam curled his fingers in. Castiel's eyes went wide for a moment, and then closed slowly.

"Can't believe I'm fisting you," Sam said in awe. Dean's hips stilled as he watched what his brother was doing.

Sam's arm began moving slowly. Castiel grunted with every movement.

"Fuck, Cas," Dean whispered as he resumed thrusting into the mouth.

Another rumble escaped Castiel, making Dean's hips stutter.

"Gonna make me come doing that," Dean growled, tightening his grip on the hair. Castiel hollowed his cheeks.

Dean threw his head back and grunted. He gave one last thrust and came down Castiel's throat. Castiel swallowed it all.

Sam twisted his hand, brushing his knuckles across the tiny bundle of nerves again, pulling another throaty noise from Castiel. Dean carefully shifted his weight off the wing.

Sam pushed in hard, making Castiel shout. The wave of energy came off Castiel again, but stronger.

The lamp on the bedside table exploded as Castiel screamed something intelligible.

"Shit," Sam said as he eased his hand out of Castiel. Dean stroked the feathers back into place that he knocked askew. Castiel remained sprawled out on the bed, panting harshly.

"Yes," Castiel addressed the ceiling. "It was fucking fantastic."