Disclaimer: Naturally, I don't own anything Degrassi.

The moment that Clare Edwards had sat down on the couch inside Fiona Coyne's loft with Imogen Moreno, she regretted it. The two older girls had been dying to get her alone for what seemed like forever. After she'd used up all plausible excuses – and even the irrational – she relented and agreed to hang out with the two. Clare didn't know if it was just her, but she felt a sort of tension between the two girls that she couldn't quite describe. She wanted to say it was a sexual tension, but what did she know about sex?

Almost nothing.

"So," Imogen Moreno purred, handing Clare a soda and making herself comfortable rather close to Clare, "How are you and Eli?"

The mere mention of his name caused Clare's heart to ache. She wished he could've been here. He knew these two far better than she ever could. They were his friends, but she was the one that was hanging out with them. The joys of being a senior, I guess. Clare mused to herself. She managed a halfhearted shrug. "He wished he could've been here, but he had an apology letter to write to Mr. Simpson. It had to be well thought out and he didn't want to be distracted." She took a soft sip of her soda. "He's here in spirit, though."

"I'm sure he is." Imogen replied. "Fions, get in here! You've got a guest and are not being a very good host!"

There was no reply from Fiona, but Clare didn't mind. She hoped she could prolong having the two of them in the same room as long as possible.

Imogen scooted closer, licking her lips. "I hope you don't mind, but I need to ask this question. Eli seemed to be on edge when I talked to him last. I know he's worried about college and all of that, but it seemed like he needed something..."

Clare tilted her head to the side, confused. "Like what?"

"Don't be so naïve, Clare." Imogen whispered. "Eli needs something I know you could provide for him if you just... loosened up."

Clare shifted her weight, flushing. "I still don't know what you mean, Imogen.. Could you please explain?"

Imogen glanced upstairs, to where Fiona was now making her way down to join them. "What she means, Clare, is have you and Eli done anything sexual yet?"

"What!?" Clare exclaimed. "No. No, not really. I allowed him to, um..." She trailed off, blushing profusely.

Fiona had finally joined Clare and Imogen on the couch; he eyes ablaze with amusement. "I'm going to guess that you allowed him to finger you. Am I wrong?"

Clare looked down, unable to look at the both of them.

Imogen giggled. "Clare, it's okay. We're not going to tell anyone. As a matter of fact, Fions and I are concerned that this little tease you gave him has him wanting... more."

Clare gulped. "More?" She whispered.

"He wants to be deep inside you, Clare." Fiona chimed in softly. "He wants to go where no man has gone before with you. He thinks you two are ready."

"Why couldn't he say as much to me?" Clare retorted. "What'd he do, tell you two to gang up on me and force me to open my legs?"

"Not quite." Imogen said. "He wanted us to get you ready."

Clare didn't understand this at all. Before she could even attempt to figure it out, she felt Imogen's lips on hers, her tongue trailing over her soft lips. Clare didn't fight back, or resist. Imogen's lips were so soft, so inviting – her tongue working its way into her mouth where it collided with her own. To her side she could feel Fiona reaching under her blouse and past her bra, caressing her nipples.

To Clare's dismay, Imogen retreated.

"Don't stop, please!" Clare pleaded. She felt a sensation between her thighs that was new, exciting. She didn't want them to stop. Not now. Not... before she got release.

"Patience, Clare." Imogen purred. She was undressing, pushing her flowing skirt down and exposing her thong in the process. Clare bit her lip, looking up and down Imogen's body. She unfastened her bra, her breasts freed.

Clare didn't even notice that Fiona was doing the same thing. Reluctantly she stood up, removing her clothes nervously. She stripped down to her bra and underwear.

"Now let us help you with the rest."

Fiona and Imogen converged on Clare. Imogen busied her lips with Clare's once again as Fiona came around from behind. She unfastened her bra and her plump breasts bounced free. Fiona reached around and kneaded them.

Clare moaned her approval into Imogen's mouth.

"I think she is liking this," Fiona said, teasing Clare's nipples in a circle.

Clare felt a clenching inside of her and she moaned. She didn't want this to stop. Imogen parted the kiss slowly. Clare didn't want it to end but she didn't need to worry about it for too long. Imogen's hand grabbed her left breast and took the nipple into her mouth, he tongue swirling over it.

This aroused her completely. There was no denying it now.

Fiona grabbed the other breast and did the same, the feeling beyond exquisite. Clare threw her head back and moaned as the two girls teased her nipples with expert precision.

"I'm glad to see that you three started without me." The voice of Eli emerged from behind her. She wanted to jump back, but Fiona and Imogen just continued to suck on her plump breasts.

"E-Eli... I..."

He emerged from the shadows, an obvious bulge in his pants. Clare's eyes widened at the sight and she finally realized what it was she wanted what the whole angle was from the start. It was to prepare her for Eli, who must've been here the whole time.

"I want you."

The words were out of Clare's mouth before she could stop them. Eli was more than happy to oblige, tossing his clothing to join Fiona and Imogen's clothes. Clare's jaw slackened as he pulled his boxers down, revealing his long, thick, throbbing cock. She instantly grew nervous, unsure if she would be able to handle all of him.

"Don't be afraid." Eli said and joined the group. Clare was beyond ready for him, her panties damp. Fiona and Imogen finally released her breasts, allowing Eli to turn her around and bend her over the couch. He pulled her panties down to her ankles. She thought he would remove them completely, but he didn't. She chewed her bottom lip as he used his thumb to tease her clit. He didn't stop there. He began guiding the tip of his cock into the lips of her pussy and she could feel him stretching her. She wanted to beg him to stop but he didn't, relentlessly pushing more of his cock inside. She yelped as she felt a bright white pain but it faded, replaced by a full feeling.

"You're inside of me.." She panted.

"You're so wet and tight..." Eli groaned, thrusting slowly at first. He pace gradually increased and he was soon sending her spiraling over the edge into her first orgasm.

"Fuck!" She cursed, her knees buckling as she came.

After a particularly hard thrust, she felt Eli groan and the warmth of his seed pour deep inside her. He pulled out slowly, and she winced. She remembered that Fiona and Imogen were still here, and she turned. She felt bad for almost completely ignoring them for that less than intimate first time. At least they'd been there to witness it.

She and Eli turned at the same time to see Fiona on top of Imogen's face, and Imogen eagerly devouring her pussy.

"Whoa.."

"I want more!" Fiona cried out. "Eli... my ass..."

Eli looked over to Clare for permission. This had already been a crazy night so far, so she nodded her approval. Eli approaching Imogen, grasping his thick cock and slowly pushing it into Fiona's asshole.

"Ah, yes! Fuck yes!"

Clare sat down and watched as Eli thrust into her ass and his balls just grazed Imogen's head. It wasn't long before Eli found his second release, pulling out and spraying Fiona's ass cheeks with his release.

Clare chewed her lip as Eli's cum found its way down Fiona's crack and onto Imogen. Imogen didn't seem to mind, relentlessly eating Fiona's pussy until she cried out once again, shuddering from her orgasm. "Holy. FUCK."

"I couldn't agree more," Clare murmured.