She watched as Brynjolf kissed Karliah, a slow, exploratory kiss, and Atria watched as Karliah unwound beneath the touch of his lips. When she began to lean into the kiss instead of standing rigid, Brynjolf pulled away, glancing back at Atria. Her hands were on him before he could speak again and she was tugging at the armor she'd just watched him get into. Karliah was of the same mind as her, and soon four hands were undressing him, skimming over the muscles of his body in appreciation as they eagerly disrobed him. When he had only to step out of his boots and let the rest pool around him, Atria had already moved towards Karliah, and started removing her armor.

Karliah's hands were quicker, already familiar with the Nightingale armor, and she unfastened it so Atria could push it away. Karliah kissed Atria, her soft, small mouth pressing up against Atria's fuller lips. She was still hesitant, but willing, the kiss she gave Atria almost shy in the beginning. The hovering pulse of energy that was Nocturnal was still there, but somehow reduced, less present than it had seemed not just minutes before. Moving their kiss downward, Atria nipped at her jaw, her tongue drawing a line down her collarbone, teasing a soft moan from Karliah. The tips of her breasts stood out against the rough cloth still covering them, hard and taut, and as Atria kissed Karliah, she brushed against them, touching them through the fabric. Strong, masculine hands pulled at Atria's own armor, Bryn behind her, caressing her rear through her armor as Atria and Karliah continued to kiss.

Brynjolf hooked an arm around her waist, and broke her kiss with Karliah as he hauled Atria towards him. She could feel the heat of his bare body pressed up against her back, seeping through her armor. He and Karliah seemed to be communicating over her shoulder, because she saw Karliah give him a look of comprehension, just before Brynjolf tilted her chin up so she could meet his mouth. Their kiss was nothing like the first one, but raw, savage, his tongue probing without invitation, simply parting her lips of his own accord and delving into the wet heat of her mouth. Her gasp of pleasure was swallowed by Brynjolf as Karliah's fingers worked at her armor, taking off the tight pieces. It felt as if heated honey filled her veins, and her thoughts were too fogged to understand anything but sensation. A few kisses had set her tired, deprived body aflame, and she was at once seized by a greed, wanting, needing to be made mindless with pleasure by both Karliah's fingers and Brynjolf's lips.

"Kiss her, lass and let me undress her." Brynjolf instructed them. Atria got the feeling that she wasn't the only one here that had been in this situation before, but was happy to let him orchestrate the encounter. "Aye, you're so beautiful." He whispered into Atria's neck, giving her another kiss before relinquishing her.

She and Karliah complied, her mouth slanting against the Dunmer's once more, and she felt his gaze on them as he hastened to remove the rest of her armor. Too soon, she felt him breaking their kiss again, and Atria was being pulled down, down to the cool stone. It was partially a relief, she hadn't known how long she could keep standing, being pulled and kissed, but the ground was rough beneath her heated, sensitive skin, and she longed for the comfort of a bed. Somehow, she doubted Nocturnal could or would provide one if she asked, and she shifted her concentration elsewhere, not wanting to get bogged down with petty thoughts.