Disclaimer: I own nothing.

A/N: originally this was going to be a 5 page PWP piece..my how things changed, lol.

A/N 2: this was orginaly going to be a multichapter fic when I realized it was going to be more than just sex, but someone on twitter convinced me that there wasn't anything wrong with a 10,000 word one shot, so…HA! Thinking on it now it would make it weird to read this as a multichip.

A/N 3: beware the rating, this is sexy porn, completely unapologetic lesbian porny FLUFF and you've been warned. Go way if you're not of age or this offends you or blah blah…

A/N 4: I don't own the Kelly Clarkson song either.

000

Kate knocked on the door to Helen's office and leaned against it, waiting for the British woman to say "come in" or "Enter" even though the door was open, Magnus looked up and smiled to her young friend softly "afternoon Kate, how can I help you?"

"uh…I don't normally ask this, because every time I ask this you look at me like I tell you the nubbins escaped again, but…what are you doing tonight?"

"Tonight?" she rested a perfectly manicured finger to her full painted lips and thought about it, "Nothing I believe, maybe finish the book I was reading, is everything okay?"

"Do…you want to go out with Abby and I?"

Helen raised an eyebrow, "oh?"

Kate bit her lip "Will and Abs broke up; she's a wreck…maybe a little dancing? Maybe a little girl talk? A lot of booze?"

"They broke up? Wait…What happened?"

"I don't know" Kate sat down in front Magnus's desk, she folded her legs over the arm of the chair, "I ran into her running down the stairs crying, it took me a while to figure out what she was saying she's doing that whole 'girl hyperventilating cry thing' she's completely broken hearted."

Magnus looked surprised "the last I heard Will was going to propose…" she trailed off and wondered briefly on how they ended up gossiping about a dear friend, someone knocked on the door again and Magnus looked and found a trying not to cry Abby Corrigan in a pair of dress slacks and a Christmas-y red sweater despite the warm autumn weather, it looked a little heavy, but Helen remembered that one time Abby said that the offices in the FBI were a little too air-conditioned and she was always cold, was she just coming off of work? "Abby! Hi honey…" she approached her slowly and waved her in to her office.

Abby took a breath "I…I just came to say goodbye, and…thank you? I guess."

"Goodbye?" Helen was genuinely confused, she sat Abby on the couch and Abby the young FBI agent found herself surrounded on either side by both Kate and Magnus "where are you going?"

Abby took a breath and wiped her eyes as a just in case "Will and I are no longer together…"

"And?"

"And…I…"

"What? Figured we would've taken his side because we have known him longer?" Kate asked

Abby nodded and blushed.

"That's bullshit, I never have understood that, you're a very sweet friend of mine Abby, not just a 'girl my protégé is dating' and I will still love to be your friend if you want to be that is" Helen told her and meant it, her hand on the younger woman's cheek for a minute so Abby would look at her.

Abby started crying harder "I'm sorry, I just wasn't expecting it," she cried and Helen pulled her in for a hug and let the FBI agent's head rest on her breast the heart beat calming down the young girl, Kate was right it seemed that little Abby Corrigan was completely heartbroken.

Helen stroked Abby's hair and looked over her head silently communicating with Kate who eventually nodded and opened her mouth "hey Abs, I was trying to talk Magnus here into coming out for the night, dinner, dancing, maybe some wine?" Kate trailed off hoping Abby would take the hint.

"Oh! That sounds nice, you guys should go!" she sat up suddenly as if she realized she was stopping them from going somewhere.

"We want you to come out too, get out, forget him."

"I won't be much fun…"

"Nonsense, there is this bar down the street, some of the residents have told me about, at the very least we're walking distance and don't have to worry about someone being the designated driver; why don't we go, check it out, dance. Act like idiots. Whatever, and if we don't like it or we want to go home we'll come home raid the junkfood and watch girly-movies," Helen played with Abby's hair, Helen wasn't one for going out and 'acting like an idiot' as she put it, but, Kate was right – it was better than Abby being alone and crying.

Abby sniffed "Will used to like junk food."

Kate rolled her eyes "okay that's it, we are definitely going out, grab your purses;" sometimes these decisions were best going on the fly and not leaving to be planned out.

000

The bar down the street that it turned out Helen Magnus was talking about, was a bar that neither Abby nor Kate would expect Magnus to want to go into, it was the epitome of 'seedy,' a stereotype biker bar that every sad country song started out with. It was a blast, the girl's at first didn't quite fit in; except for Kate who was wearing her trade mark leather jacket with a few layered shirts underneath, both Helen and Abby looked like they were on their way to the office or something but quickly got over that once the liquor started pouring: The girls were on their second shot of whiskey, when Abby started to finally open up about what happened it started off a lot with "I don't want to embarrass him or spread gossip."

Which was quickly squashed when Helen shrugged and said "whatever you say here, Abby, stays here, same at the sanctuary, Kate and I aren't ones too gossip," the sentence was punctuated with her shooting back a cheap whiskey that was taken from the barrels too soon.

"If I have to kick his ass though I'm not entirely against it," Kate whispered lowly and close to her ear.

Abby looked back and with a startled surprise "oh! No! Nothing like that!" she shook her head and rested her head for a second on Kate's shoulder "thank you though, it's just…he…" she puffed out her cheeks "he accused me of sleeping with someone else, it was a work mate and he actually got into this face, he…he said that he was worried about how it would look if the sanctuary found out that 'nice little Abigail was such a slut,' that it wouldn't look good with his reputation," she took a sip of her water instead of the liquor trying to keep tears at bay.

"I vote for kicking his ass," Kate Freelander actually got up from the table and went to go get her purse like she was ready to go find Will and kick his ass right there.

Abby took her hand gently and made her look at her "dance with me instead? Please? I love this song and Will never wants to dance with me."

The song was half way through but Kate nodded "sure, Magnus you want to dance with us?"

Helen shook her head and smiled coyly "someone has to watch the bags, go on. I'll dance with someone the next one," she promised and watch the girls shrug and go up to the wood parquet floor, the glances and touches the two younger woman have been giving each other all night screamed that something in the air was changing and she had a feeling that both girls needed to explore it, even if it was just for right now.

000

The girls laughed when they both went to go put their arms around the other person's neck at the same time and grinned, they ended up putting their arms around the other person's waist and hugging the other one close like in a not so friendly hug, Abby couldn't help but sing the lyrics to one of her favorite songs and maybe she could make new memories with it tonight:

Every time I turn around
I think I've got it all figured out
My heart keeps callin' and I keep on fallin'
Over and over again
This sad story always ends the same
Me standin' in the pourin' rain
It seems no matter what I do
It tears my heart in two

"Sorry you didn't get a chance to dance to the full song, maybe we could play it again or something later?" Kate offered as Abby stopped singing in Kate's ear

Abby grinned and looked into Kate's big brown eyes "I'd like that, a lot actually. I had a great time tonight."

"Me too," they pulled each other close again.

(The trouble with love is) The trouble with love, yeah
(It can tear you up inside) It can tear you up inside
(Make your heart believe a lie) Make your heart believe a lie
It's stronger than your pride

"Bloody hell," was all Helen could manage to get out when she seen the door to the bar open and in walked Will Zimmerman on the arm of a fake redhead with even faker breasts saddle up to the bar; it was hard to tell if he seen Abby and Kate doing more cuddling then dancing up on the parquet floor.

(The trouble with love is)
It's in your heart
It's in your soul (doesn't care how fast you fall)
You won't get no control
(and you can't refuse the call)
See, you got no say at all

The song was winding down a bit and they both seen Magnus weave through the crowd to get to the girls "Hi Doctor Magnus, change your mind with the dancing?" Abby had to be one of the few people who actually became sweeter the drunker they got.

Helen grinned and kissed her head lovingly "no dear, but, I think maybe we should leave?" She suggested and pointed over to the bar where Will and the redhead was.

Kate frowned and cussed under her breath a bit.

Abby frowned "fuck it. Fuck him. We're not going anywhere, I'm done with doing what he says," she kissed them both on the cheek to thank them for taking care of her and led them back to the table where she let Helen order them some wine.

(The trouble with love is) Oh, yeah
(It can tear you up inside)
(Make your heart believe a lie)

000

It was the wine was starting to show its effects on Abby as she went to get up to use the ladies room a few hours later, she stumbled and started giggling; Helen observed with a concerned smile "Oh it looks like someone is getting a little lit there" as Abby found her way to the ladies room.

Kate piped up as she finished her own drink "She's really nice girl, Magnus and it was nice of you to help her feel better".

Helen smiled softly and nodded "yea Kate I've really taken a liking to her, you're right, she's a sweet girl, I hope she decides to stick around," Helen mused further that there was a great connection between the three of them and they could be friends for a long time, she managed to stress that Kate and Abby had an even bigger personal connection; Helen laughed when Kate smacked her arm and blushed.

Abby returned; Helen and Kate stood up and argued between the two of them of who was paying the bar tab and Kate took Abby by the hand and three girls walked out of the bar into the cool night air.

Abby pressed her painted lips together and moaned a bit as the cool air hit her face "ooh that cool air feels so refreshing! It will help me clear my head on my way home".

It was Helen that stepped in front of Abby as the Brit replied "what's the rush to go yet? Why don't we find a quiet place to talk? We can use the sanctuary, the boys are out." Magnus rested her hand on Abby's cheek for the briefest of moments "you're safe, we'll protect you."

Abby knew that she meant it truthfully and nodded.

000

The three of them walked down the few streets to the sanctuary, they made their way up the path as Kate stated "At least here we can be alone and relax and talk without anyone bothering us."

Entering a well furnished room, Abby marveled at the view from the windows as she walked up to them to peer out, the way she always managed to do.

"The view stays the same you know," Helen teased the way she did whenever she caught Abby looking at the view.

Kate was standing directly behind Abby, as Abby turned around and was face to face with Kate, the young Indian woman's hands came to rest on Abby's shoulders and she started to slowly caress the girl as she wrapped her arm around Abby and pressed her body up against hers. Abby didn't resist or pull away as Kate kept looking at her lips and licking her own and Abby wondered why Kate was doing this but it felt so good to have her body pressed up against hers. Kate continuing licking her own lips as she began tease kissing Abby's parted lips, tracing her tongue tip around Abby's. Abby was starting to feel arousal stir within her as she locked her lips with Kate's.

Magnus turned around from lowering the lights and lighting a large single candle and found the two younger women kissing "uh…I can…" she tried to think of an excuse to leave the two women alone.

Kate stopped and blushed wiping her mouth abit "you don't have too, sorry, we…"

"I don't want to stop," Abby blushed and pulled back.

"The three of us…could..or would that be?"

"not for me," there was more shrugging and kissing as Helen got into the mix.

"…I don't know I never been with woman before…I don't want to disappoint"

Kate whispered to her "don't worry, you could never disappoint." as she took Abby by the hand and led her over near the soft large sofa on the padded carpet.

Helen and Kate pressed their bodies up against Abby's sandwiching her as their hands guided all over her body. This touch just thrilled Abby as her arousal was building further it's been way too long since she's been touched by hands this skilled; Helen slipped her hands at the bottom of Abby's tight red sweater and pulled it up over her full bosom enclosed by her black bra, Kate's hands slid over Abby's back, they stopped and she pulled on the velcro clasp and slid the shoulder straps past her shoulders and down her arms removing her bra exposing those full firm breasts to the cool air. The air breezed over Abby's bare breasts and this excited her even more.

Helen guided her hands up Abby's bare stomach and started massaging that full bosom as she slightly pinched each nipple as they stiffened and Abby let out a rather content sounding sigh, leaning forward Helen's moist lips and tongue began kissing, licking and sucking each one of Abby's firm breasts alternately. Abby tilted back her head resting on Kate's shoulder as Kate's moist lips kissed her neck, carefully slipping her wet tongue in the young woman's ear as her hands caressed all over Abby's body.

Abby could not believe this was happening to her but these sensations and feelings she was having were incredible. Never before has she been with a woman, let alone two of them who were so gentle and caring towards her.

Kate's tongue continued its probing into her ear as Helen continued her moist licking, kissing and tonguing of each one of Abby's breasts. Her breath was becoming heavier and shorter as moans of delight quietly escaped her parted lips. Kate whispered in her ear between probes of her tongue "You have a great body honey, does that feel good baby, you like that?"

Abby replied "Oh yes, that's wonderful" as she closed her eyes.

Helen, who was quite focused on Abby's breasts, did not see Kate Freelander move as Kate started to undress Helen, unbuttoning and sliding Helen's blouse off her shoulders exposing her bare breasts, as Kate guided her hands over Helen's bare flesh. Kate stopped at Helen's skirt-pulling on the zipper and dropping it to the floor, Kate wrapped her arms around Helen's curvy body caressing and feeling her all over as she hooked on Helen's thong and pulled it down to her feet. Helen resumed her focus on Abby's full breasts as Kate pulled off her own clothes exposing her completely nude form.

Helen and Kate were on both sides of Abby, as Helen wrapped her arms around Abby's waist and unbuttoned her slacks, guiding the zipper down to her crotch lightly brushing the area with her hand. As Kate pulled on Abby's waistband of her tight slacks and pulled them down over her hips, passed her tapered legs and helped her step out of them. She was now only in her satin panties as the two girls continued their soft caresses all over her body. Helen behind her slipped her hand down the back of Abby's underwear and up over her aroused swelling pussy lips, she began a light caress of the young woman's pussy as Abby closed her eyes and a soft moan escaped her lips. Kate kneeling in front of Abby clasped the waistband of her panties and pulled them down and off. The three of them now completely nude, touching, feeling, licking, caressing and sucking each other's naked bodies.

Abby's mind was clouded by the sensations and feelings she was experiencing. Never before has anyone made her feel so wanted and sexy. As she was overcome with increasing sexual pleasure all throughout her body, never before has anyone been in tune with her desires and needs as these two girls have been. Kate still on her knees slid her hands between Abby's soft thighs and up towards her swelling vaginal lips.

Quietly she slipped her moist tongue between those thighs guiding up to the Y and flicking teases as Kate clamped her hands on Abby's tight ass and spread her cheeks apart to expose those swelling lips. As Helen on her knees as well slipped her tongue from behind into Abby where Kate has her cheeks carefully spread so she could flick at the young woman's swelling core.

Meanwhile Helen slid back around to the front of Abby and slipped her hands over the young woman's full firm breasts as her soft lips closed around each nipple alternately. As Kate continued her wet tongue flicking her Y and she reached over and slipped her hand between Helen's thighs caressing and feeling the wetness there, an aroused Helen pushed herself into Kate's hand as Kate's wandering fingers gently slipped between the swelling folds of Helen's wet pussy. Helen let out an unexpected moan as Kate's two fingers guided deeper into her wetness. Helen completely consumed by the excitement increased her suction on Abby's already stiff nipples as Abby's low moans increased with heavier breaths.

Helen with a loving smile took Abby and Kate by the hands and guided them into the bedroom where there was an overly-large soft bed with more lit candles and a sweet effeminate scent filling the room.

Magnus guided Abby and Kate to join her on the bed, as she put her arms around Abby and pressed her nude body against Abby's as she locked lips with her. In this passionate embrace, Helen eased Abby onto her back, as her head fell on the soft pillows.

Helen turned to Kate on their knees and started making out with her as their moist tongue met in a deep passionate kiss. While holding each other they looked upon Abby and her hot nude body lying there with a cum-hither look in her eyes as she slowly licked her lips. Kate was turned on by this view slides her body next to Abby's as she slowly slides her body over Abby's lying on top of her as her lips begin sucking her neck and her tongue is tracing its way to the young woman's earlobe.

Taking her earlobe in her soft lips Kate begins a careful sucking as her hands slide all over the young woman's nude body. Kate's moist tongue probes inside Abby's ear, and this thrills Abby as she lets out an excited breath. Helen on the other side begins kissing the left side of Abby's neck and slowly probing her other ear with her moist tongue. This thrills Abby as recalls earlier tonight but the sensations and pleasure are overwhelming her thoughts. Her eyes flutter as she is in complete enjoyment of this as Kate's lips meet her she lightly kisses her tracing her lips with her tongue. Her kisses move down from her lips over her neck as she is softly pinching Abby's nipple and her lips close on the other one, this excites Abby as her breathing becomes heavier "oh…yes! Oh! That is…"

Kate's wet tongue keeps its motion down between the young woman's breasts over her navel and down to her legs. She readjusts as she lifts Abby's leg and starts guiding her tongue from her ankle towards the inner side of her thigh, and she repeats the same slow movement on her other leg. Carefully she takes her hands and slips them between her thighs and eases them open as she exposes the young woman's tight hot soaked steaming hole to the cool air.

Down on her stomach, Kate between Abby's thighs lightly blows over her hot soaked pussy; this sends a thrill through Abby as Kate's tongue is tracing the outer side of her swollen soaked pussy lips. Her tongue guides over the swollen hot pussy lips as she probes between them and a light licking which she feels over to her already swollen clit. Kate's licking becomes more insistent and deeper as Abby and her moans continue as Helen is simultaneously probing her ear with her wet tongue.

Moving from her ear and presses her lips to Abby's yearning lips as Kate's pussy licking continues increasing the intensity of her arousal. From her lips Helen moves back to her full perky breasts, massaging, caressing, licking, and sucking her nipples. Abby is completely lost in this ecstasy she is experiencing as these two girls are giving her more love, attention and affection than any other guy ever did for her. All she can think about now is licking, sucking, wetness, lips, pussies, breasts and more sex. Kate in her licking takes two fingers and carefully slips them into Abby's tight centre as she presses down her navel while her gentle slow licking of Abby's swollen pussy lips, labia and her clit continues.

Helen moves over to where Kate is still focused on Abby's body, and starts kissing and licking Kate's neck and probing her ear with her wet tongue. She slides between Abby's thighs and underneath Kate who is lying on her stomach, as Kate's pussy licking intensifies Helen is kissing and licking Kate's breasts. Gently she pinches Kate's nipples and Kate is thrilled by this sudden focus on her while she is lovingly placing her mouth over the opening of Abby's pussy lips and begins to tongue and suck simultaneously. This sends a wave of sensation all throughout Abby's body increasing the dampness. Abby starts to squirm from Kate's continued assault on her already highly aroused pussy as Helen on her back slides her tongue from Kate's stiffened nipples to between her thighs, slipping her wet tongue through Kate's lightly trimmed pussy fur. Helen's slowly probes deep into Kate's core with her wet tongue, this sends a shock throughout Kate's body as she lurches and closes her thighs around Helen's head as Helen continues licking, and sucking of Kate's pussy.

The tasting of Abby's entrance by Kate becomes more intense and insistent as she can feel and hear Abby's "that feels good don't stop now", and her "I'm cumming! Ohhhhh! Yes I'm cumming!" as Abby's orgasm explodes and she sprays juices into Kate's face as Kate feels her own orgasm from Helen's repeated licking.

"Ohh Fuck Hel-"as she grinds into Helen's face as she cums.

Helen and Kate both slide up next to Abby on both sides and press their naked bodies up against her nude body. Abby breathing hard from that intense orgasm looks over at Helen who gives her a loving smile.

000

Not too long after, the three girls are on their knees on the bed as Abby and Helen start to make out as Kate starts exploring Helen's curvy body with her hands. Abby pushes Helen down on her back and presses her nude body on top of Helen's as Abby's wet tongue probes Helen's ear; she is kissing and sucking her neck. This thrills Helen, as Kate is down on her stomach and she spreads Helen's legs gaining access to her all ready body. Kate traces her tongue from Helen's knees to her Y, and slowly traces around Helen's sensitive clit. Helen's body squirms as she is completely thrilled that this is her turn now.

Abby moves to Helen's highly stiffened nipples from her increasing arousal as she wraps her moist lips around one stiffened nipple while she caresses the other with her fingertips ever so light pinching it. This sends excitement throughout Helen's naked body, as Kate's lips wrap around her sensitive clit and carefully sucks and flicks it.

Helen threw her head back and moaned "Oh! Easy love that's…yes!"

Abby moves from Helen's sensitive breasts as Kate reverses herself and lies on top of Helen while her head is between Helen's thighs, pressing her own pussy in Helen's face. While, Abby crawls between Helen's thighs licking and sucking her inner thighs before she guides her tongue between Helen's pussy lips as Kate's tongue flickers with Helen's clit. This sends a wave of excitement and arousal throughout Helen as her pussy get more and more wet. Abby plunges her tongue deep into Helen's hot pussy as a moan escapes Helen's lips "Yes! Yes! More!" she could feel her arousal building more as the orgasm was coming as Abby inserts two fingers in Helen's hot wet pussy while Kate's continues flicking her clit. Suddenly Helen's body stiffens and she lets out a moan "oh! Yes! Yes! Yes! I'm cumming! I'm cumming!" as Abby could feel her pussy tighten around her fingers.

Helen and Kate surrounded Abby and once again pressing their naked bodies up against hers as the three girls were lulled to a gentle calmness thanks to the sounds of everyone's heartbeats, deep breathing and the exhaustion that crept into them from tonight's actions.

"Well that was unplanned."

"Totally."

"Worth it?"

"Totally!"

Abby giggled "I came so hard I can't feel my fingers."

Helen grinned and kissed her softly "you could've fooled me."

Abby tried to sit up but couldn't because both Abby and Kate's and her legs interlocked somehow with theirs "I didn't hurt either…"

"Nooooo" both girls said and grinned.

"Did we hurt you?" Kate asked.

Abby looked half thoughtful and half sleepy "no one's ever asked me that before."

Kate's face grew dark and almost cold, but instead of reacting she kissed Abby and whispered something in here ear, Helen watched Kate smile and knew that she didn't need to know what was whispered, that Abby's smile was enough.

Helen leaned over and kissed Kate "pretty damn good night out, eh, Katie?"

Kate yawned and grinned tiredly "I'd yell at you for calling me that but you made me cum so who am I to bite the tongue that licked me," she giggled and held Abby that fell asleep in between's the woman's banter, Kate smiled and sighed "want me to go?"

Helen frowned and shook her head and laid back still cuddling with both girls somehow "the bed's big enough, you never have to leave it if you don't want to" she teased and looked over to the young Indian woman who was half asleep with a small smile on her face, "Sleep Kate, I'll keep you safe."

Kate nodded and fell asleep almost instantly knowing, like Abby, that it was the truth and that they would always be safe and cared for.