Hmm. Apparently, when I'm frustrated about school, I write porn. This is most unhelpful.
Title: Under Covers
Fandom: HIMYM
Pairing/Characters: Marshall/Ted, Lily
Rating: NC-17
Wordcount: 1480
Warnings: explicit m/m sex, female masturbation, voyeurism, language
Summary: In which Barney is frustrated, and Lily remembers the time Ted and Marshall had sex with fondness.
It was incredibly easy for Lily to tell when Barney hadn't had sex in a while, because he started to demand detailed stories about his friends' sex lives.
"Oh, come on, Ted," he said, a whine entering his voice. "PLEASE tell me that you're banging that chick What's-Her-Face."
"First of all, her name is Penny. Second of all, why would I tell you?"
"You can't not have gotten a piece of that," said Barney, looking satisfied with his deductive skills. "You've been going out for, like, two weeks!"
"You know, Barney, this might be the reason why no one wants to sleep with you," Marshall said. Barney glared at him while Lily giggled. Marshall slung one arm around her.
"Well, I know that you two aren't doing it. You guys are practically married, only without the tax breaks. And it's not like you have any stories that don't involve each other."
"I know," Ted said, "why don't we talk about anything else?"
As Marshall and Ted tried to change the subject, and Barney desperately tried to steer it back to dirty stories, Lily just sat there and listened.
"It's not like you have any stories that don't involve each other."
That wasn't, strictly speaking, true.
#
Lily didn't remember much about the actual night - there had been a party, and Lily had been about one shot away from dancing on the tables, but instead she decided to get some sleep. She would've gone straight back to her own room, but then she remembered how her roommate had given her some not-so-subtle indications that she wanted it to herself that night, so Lily decided to go crash in Ted and Marshall's dorm.
Lily unlocked the door (Marshall had given her his key for no apparent reason) and stepped inside. She undressed, getting rid of her dress and bra. She pulled one of Marshall's shirts over herself and climbed into his bed. She was just about to go to sleep when she heard the creak of the door and Ted and Marshall's comically loud "shush" noises.
"Dude, I think Lily's asleep in your bed, dude," Ted said, in what Lily could only assume was meant to be a whisper.
"Don't wake her!" Marshall said, in an even louder voice. Lily considered just sitting up and telling them that she was awake, but it was nice and warm under her blankets, and she fully expected them to pass out, anyway.
She squeezed her eyes shut and willed herself to sleep. She was, however, interrupted by Marshall groaning.
"Ted, what're you doing?" He didn't exactly sound irritated, though. In fact, he let out a sharp gasp of pleasure. Lily opened her eyes to see Ted's hand on her boyfriend's crotch, palming him through the fabric of his pants. She didn't move, though.
Ted's fingers moved over the fabric, rubbing up and down. Lily could see Marshall's pants tenting. There was a flash of jealousy - how dare Ted give her boyfriend a hand job? - followed by a smidge of uncertainty - how long had this been going on for? - followed by a sudden realization.
This was really hot.
Marshall's moans coursed through her, as if it were her own body feeling the pleasure. She could feel Ted's touch as if his fingers were on her right now, stroking her with just the right amount of pressure.
"Can't tell... Lily..." Marshall murmured, as his hand, his big hand which had touched her so often, went and unzipped Ted's fly. The two stepped closer to each other, and Marshall's hands went out of Lily's eyesight, and then they were silent, and dammit Lily couldn't see anything. So she closed her eyes and imagined. She imagined their lips pressing together, their teeth clashing, the movement of their mouths. She imagined Marshall's hands taking hold of Ted's face, possessive, like he had held her face. She heard a small sigh, and imagining that it was Ted, sighing against Marshall's lips as they broke apart, their breathing heavy.
She was getting wet from this, and it should've felt more shameful. Lily had learned a lot about her sexual preferences since she'd lost her virginity, but she never thought that they'd extend to watching Marshall making out with another man.
Suddenly, Marshall was sitting on the edge of the bed, and Lily pressed herself as close to the wall as she could. She thanked God that they hadn't turned the light on, because that meant that, when Ted got down on the floor, he couldn't see how wide her eyes were.
She heard the soft unzipping of Marshall's fly, saw his erection being freed from his boxers. And then she saw Ted, taking it by the base.
"Just this one time," he said, before taking Marshall's cock into his mouth.
Marshall moaned with satisfaction as Ted's lips played over his member, as his mouth moved up and down the shaft. Lily watched, not sure if she should look away or speak up or anything. She felt guilty, but she got a rush out of it - like sneaking cookies from the kitchen while her mother was in the next room, only so much more than that. If she made so much as a sound, both Ted and Marshall would know what she was - a voyeur.
So, instead, she bit her lip and stuck her hand down her panties. She had masturbated before, but never to quite this level of stimulus. She rubbed her finger against her clit, stroking slowly, prolonging her pleasure. She was already so slick, and she hadn't even come yet. Lily bit back her own noises of satisfaction while Marshall was moaning just as loud as he pleased.
"Oh, God," he cried. "Fuck -- I'm gonna come --"
Just the sound of his voice, wracked with pleasure, pleasure he'd gotten from another man, was enough to bring her off. She felt the wetness soak through her panties as the good feeling washed over her, clouding her vision.
Marshall's body spasmed hard enough to rock the bed. His chest was heaving as Ted swallowed, his lips dragging over Marshall's dick as he pulled away.
"Fuck, dude," Marshall said. Ted nodded.
"Shit, I'm so drunk," said Ted, like nothing had happened. "I'm getting some sleep."
"OK, dude," said Marshall. Lily shut her eyes as he swung onto the bed, still fully clothed, except for his now-flaccid dick hanging out of his boxers. "Don't tell Lily."
"Wasn't gonna." Ted clambered onto the top bunk. "Night."
"Night." It was only seconds before Marshall was snoring.
Lily stared at the bottom of the top bunk for what seemed like hours before she fell asleep again.
#
"Marshall, put that thing away!"
Lily sat up, banging her head against the top bunk. "Ow!"
"Sorry," Marshall said, adjusting himself.
"Thank God you two waited until I fell asleep this time."
"Wait..." Lily's head was still fuzzy from last night, but something wasn't right about this.
"When are you going to get over that?" Marshall asked. "We already apologized."
"Yeah, well, I never needed to see your penis."
"But..." Ted and Marshall finally turned to face her. "What about last night?"
"I'm assuming you two had sex while I was passed out," Ted said, sounding uncertain. "I don't actually remember much."
"Yeah," Marshall said, equally unsure. "That must've been it."
Lily's eyes darted from Marshall, to Ted, and back to Marshall again. They didn't remember.
They didn't remember.
"Y-yeah," said Lily, after a moment. "I'm pretty sure that's what happened."
"Well, I hope you remembered to use a condom."
"Huh," Marshall said. "I don't think I got one from the bathroom, but then again, I don't remember much after the beer bong."
"It's OK," Lily said. "Really. We'll be fine."
How could they not remember?
She sure as hell wasn't going to tell them, though.
#
"Whoa, Lily," Ted said. "Earth to Lily."
Lily blinked, her college reminiscence over. She was in MacLaren's. Barney was still horny, and Ted and Marshall were blissful unaware that they had ever had drunken sex.
"Oh, sorry. Just spaced out for a sex. Sec. As in second."
Ted gave her a funny look, and then turned back to Marshall. Apparently they were discussing how lame the latest Star Wars prequel had been. Lily tried to pay attention, but then she noticed that Barney was giving her A Look. One that clearly said, I know you're holding out on me, Aldrin.
Lily gave him a coy smile and a shrug, as if to say, Maybe, maybe not. But I'll never tell you one way or the other.
You're evil.
Lily shrugged again and turned back to voice her opinion on Anakin and Padme's complete lack of chemistry, but she couldn't help smiling to herself.
College had been the best years of her life.