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Onced Upon in Wonderland

By: KrisMeads



"Mirror, mirror on the wall." A mischievous grin decorated her face. She leaned forward, inspecting herself in the looking glass to apply some rouge to her cheeks, then across the pale skin of her lush bosom which was nicely pushed upward and framed by the tight red corsage she wore. While she felt somewhat restricted by its tight rigging it did manage to nicely accentuated her bust and contrast it to her slim waist. Of course, the plush emphasis of her hips by the floor-length crimson skirt she wore helped with that as well. Her smile morphed into one of delight over the perfected presentation or royal authority.

A flicker of a shadow, accompanied by a flutter by the open windows caught her attention. The Red Queen turned away from the mirror to face Jafar and caught him ogling her well accentuated form. Realizing that she had noticed his stare he raised his eyes only slightly to level with the nicely presented fullness of her breasts. 

"Tell me," she said. For once she did not appreciate the attention. She regularly found his eyes hard to read and more than once that had given him a tactical advantage in their little quibbles. "What is your plan for making Alice cast her wish?" She adjusted her regal posture, straightening her back and thereby pushing her breasts out like a symbolic shield. Her practiced smile came across a bit too smug for his taste but he did appreciate how her breasts now bulged just a little more fully out of their confining corsage.

"The girl has a weakness" he replied. Leaning his left elbow against a mantlepiece across the room from her, he brought his right forearm forward towards her, holding his open right palm sideways as if offering to shake someone's hand. His eyes were now locked with hers.

The Queen gasped audibly and gave him an embarrassed stare. She felt how a silky warm hand had just inserted itself between her upper thighs and was slowly teasing her sensitive soft skin in this intimate region. The hand was feeling her up just as Jafar's slowly moved up and down. 

"What...weakness?" she asked with some distracted annoyance, defensively crossing her legs as she straightened out the front of her long dress with both hands in vain hopes of warding off the unwelcome intrusion. 

"She cares deeply for people close to her" Jafar responded calmly as his hand suddenly flicked upward to a loud shriek from the Queen. He innocently raised his eyebrows to her, as if questioning her unseemly outburst, all the while letting his outstretched thumb describe slow, small circles. 

"Good" she husked in a struggle to steady herself. Then in a pressed voice and in rhythm with the movement of his thumb: "We ... will use that ... against her." 

He nodded approvingly, ignoring her loss of composure. 

"Now my dear:" he continued, turning his open palm upward. His eyes were again fixated on the Queens full cleavage which now heaved from her accelerated breathing, accompanied by a low, involuntary moan. 

"The question is;" he slowly curled both his middle and ring finger in and watched her knees buckle, forcing her to hold on to the table with both hands. Her jaw had dropped open and she stared at him with a flustered expression. "Who is she close to?" 

His middle and ring finger suddenly shot straight up as she seized to breathe, her air-filled lungs almost forcing her breasts to explode out of the tight corsage. Her pleading eyes watched the slow repetitive curls and stretches of his fingers to which she let out short shrieks of increasing pitch. He slowly walked across the room towards her, allowing his fingers to speed up their exercises. A flick of his other hand let the strained corsage snap, causing her ample breasts to spill out into the open while she loudly inhaled in relief of her desperate need for more air. Jafar took this as a sign of appreciation. 

He moved behind her and lifted her heavy dress over her hips, exposing her shapely legs and naked ass. His eyebrows rose again in admiration for their beauty and the fact that she was not wearing any undergarment. Her wetness had already visibly spilled down her quivering thighs and, judging by her loudening moans, the exposure to the cooler air from the room seemed to sensitize her even further. After indulging for another few seconds he relaxed his hand, thereby releasing the spell. 

"If you would, dear." He inserted his now free right hand between the top of her thighs again, tapping his fingers lightly back and forth between them. The Queen was quick to understand the gesture and complied eagerly, moving her legs apart by a foot, then another, and another few as his tapping continued. They were now spread by almost twice the width of her shoulders when his fingers stopped tapping and cupped her pussy, this time for real rather than by spell. Her lips were already agape by virtue of her wide stance, pouring a lavish flow of juices onto his fingers.

His other hand had meanwhile freed his throbbing erection which he now presented to his open palm. It guided his dark skinned shaft with unerring precision between the pale of her thighs until it pressed firmly against her moist entrance where he held it in teasing tension. He could feel her canal twitch in need and anticipation. 

"Who would she be close to then?" He repeated his question. His left hand traveled onto her back, where it steered her torso down on the table. She braced herself on her elbows, both hands firmly gripping the table's edges.

"For one,..." she panted in short breaths, "...obviously the KNAVE!!" He sunk the full length of his thick shaft into her in one forceful thrust to coincide with the mention of the Knave, causing her to yell his name out loud.

"Very well" he continued to scheme their plan, reveling in her tight grip on his cock for a second before pulling back again. "We shall begin with HIM". He uttered the last word with some strain as he thrust back into her again with vigor. His groin loudly slapped against her ass cheeks.

"YESSS" she hissed loudly as the massive table budged forward by an inch. His hands reached forward to grab her jiggling breasts, bending them upward in a firm squeeze and capturing her nipples tightly between his thumbs and index fingers. A long stretched moan was his reward. 

"Word has it ... that you have ... captured HIM" he continued his hard pounding while increasing his speed. "I suggest ... we use him ... as bait". The Queen's moans grew louder, filling the short pauses in his speech in a perfect duet.

"How about...uhhhhmmmmmm..." she managed to press out between her moans, "a nice little ... ahhhh ... beheading ...". With her last word she forcefully clenched his cock with her love muscle while it pulled out, capturing the head of it in an emasculating grip. It caused his next thrust into her now formidably tight hole to push them both over the edge. She seized to breathe as she felt forceful shots of hot semen hit her inner wall while thrashing her hips wildly against her impalement. Then she loudly cried out her release. Jafar grunted as he poured himself into her for another minute before she finally collapsed on the table.

"It is settled then, " he concluded their negotiation, pulling out of her with a cocky smile: Having won their little game of dominance he left her naked backside exposed to the room once more. A small trickle of his cum didn't escape his view as it was drooling out of her swollen pussy and slowly oozed down her left inner thigh. The Queen slowly regained her breath and struggled to recompose herself. She scrambled weakly off the table, quickly pushing her bunched dress back down behind her and brushing it straight, then fitting her breasts back into the corsage. A rosy red glow radiated from her face, revealing her freshly fucked state to anybody who cared to pay attention. Tweedle, for one. He had entered the room and stood at a respectful distance from them, waiting for the queens summoning gesture. 

"Tomorrow, at noon" she confirmed to Jafar, dismissing him with a fake smile and wave of her hand as she noticed Tweedle's presence with minor irritation. Jafar mounted his carpet and, nodding to her with a subdued grin, took off through the window. She waved Tweedle to approach, noticing the hard-on in his pants with disgust.

"He is so easy to manipulate" she summarized their encounter to Tweedle while gazing after Jafar through the open window. "I have him practically feeding from my hand!" she pronounced victoriously, turning back to Tweedle who's eyes were caught in her voluptuous, loose cleavage. She slapped his face hard and turned to have the snapped lace of her corsage fixed.

Onced Upon in Wonderland Ch. 02



News that the queen had been onced upon spread through the kingdom like fairy dust. It was the fifth time today that Alice had been passed the story in a low voice by some random passer-by. She had soon learnt that she was expected to display an expression of shock and disbelief upon hearing the 'news' and so she did, expertly throwing a dose of confusion and a little bit of disbelief into the mix. This seemed to motivate the narrators to go into even more detail of the event.

The stories all agreed that the queen had been onced. It had happened from behind and it was a man of formidable stature who had done the oncing. But beyond that the recounts differed slightly, some claiming him to have had black and white skin with white hair, while other insisted that he had a milk-coffee brown complexion and black hair. Others again invoked the presence of a magic carpet upon which the queen had supposedly been onced. Whatever the case, her confusion at least was genuine.

Alice turned a corner along the road that led her from a tidy forrest onto a blooming meadow. "I wonder what that means - to be onced upon," she said to Lizard, who was following a few steps behind her. She had met the young woman with the black hair and green cape that morning and had found her likable. Alice reckoned her to be not more than two or three years older than herself. Since both were in search of Knave, they decided to travel together. 

Liz had opted to remain a few steps behind Alice, allowing her to admire the 19 year old's attractive body at her leisure. She had fashioned a thin branch into a short walking stick that she used to occasionally lift up Alice's laced skirt, giving her a nice view of her long, slender legs and her perfectly shaped butt and hips, covered as they were by her pale moss green tights. Liz's eyes were captivated by the subtle feminine flick of Alice's hip with each step that she took. After initially brushing the stick aside a few times, Alice had resigned to the teasing, putting it off as juvenile girlish behavior. Her question had Liz snap out of her adoration for Alice's swaying hips with a contemplating expression. 

"You know," she responded implying the answer to be obvious and catching Alice's eyes as her head turned back towards her. Liz gave her a naughty smile and briefly flicked her eyes up left with a little twitch of her head, before reengaging Alice's eyes. She continued her smile, hoping Alice would catch her innuendo. Her confused face quickly convinced her she hadn't. 

"You know...," Liz implored again, "the guy ... did her." She emphasized her words with a subtle hip-pump, using her arms to hold an imaginary person's hips in a not-so-subtle counter motion. Liz's mouth was open in a grin of disbelief and her eyes urged Alice to catch her meaning.

"Did what to her?" Alice asked, even more confused now. She had stopped and turned to directly face Liz, sensing that she wasn't telling her everything.

"She was ...fucked," Liz blurted out in a resigning gesture, blushing slightly. Alice's eyebrows shot up. She had heard that word before, in the asylum some months ago. She had awoken one night in frozen terror as someone had suddenly unlocked her cell door. She expected the night warden to enter her room but there wasn't a sound and her door did not open. After waiting in silence for several minutes she slowly dared to get up and investigate the situation. She pressed her ear to the metal door and, once convinced that no one was standing outside, cautiously opened it. The corridor waited in front of her, lit only by a dim night light. There was, however, light in the warden's room at the end. 

She slowly tiptoed down the corridor on her bare feet until she was next to warden's door. A woman's moan caused her to freeze in place. She recognized the voice as one of the nurses. Ever so slowly she turned towards the glass pane that was let into the door, allowing her to eventually peek inside room. Nurse Emma was leaning back against the table. She judged her to be in her mid twenties. Alice had always admired her beauty, her dark brown hair tied up to a knot behind her head, her dark compassionate eyes, and her kindness towards Alice that were among the few things making her life in the asylum bearable. 

But she was mesmerized by how she saw Nurse Emma now. She was wearing a white lab coat that had been pulled wide open. Alice gasped silently when she saw that she was completely naked underneath. The young nurse's full breasts, her taught belly and wellformed legs were completely exposed to a man standing between her parted thighs. He was wearing a lab coat as well and Alice recognized Doctor Hudson, who's hand was firmly kneading the nurse's left breast. 

Alice felt a tingle deep inside her belly, certain that she was doing something forbidden by spying through the window. Yet curiosity compelled her to continue watching. She had never seen two people touch each other like that before.

Nurse Emma's gaze was locked on Doctor Hudson's eyes and she was obviously appreciating his rough treatment of her breast. Alice saw her hands swiftly move forward, groping the Doctor between his legs, then undoing the belt of his pants. The doctor reciprocated, placing his hand firmly up against the short-trimmed patch of dark brown hair between the top of her thighs to which Emma sharply inhaled in a loud gasp. Then his pants dropped, and Alice looked on in shock at a stiff flesh-colored shaft that bounced free from between the doctor's thighs. She had no idea that men had such huge things in their pants.

Alice's mouth dropped open as she felt the tingling in her own belly now moving lower and broadening into an unknown primeval urge that was pleading for her attention. She was utterly confused by the clash of emotion and intellect in her, between the lack of reference in what she saw before her and the seeming familiarity her body had with what was going on. Her hand unconsciously moved underneath her short night skirt as she continued to watch Emma grab the Doctor's shaft firmly in her hand and, never dropping her gaze off his eyes, guide it between her thighs, pushing aside the hand that covered her entrance. 

"Fuck me," Emma had demanded in an insistent whisper. Alice's eyes were instinctively drawn to where his shaft was now touching Emma's lower lips. She noticed the ample wetness that seemed to spill out of her as his firm tip pushed her lips apart. Then his hips blocked her view as they insistently pressed down on Emma, who let her head fall back while crying out in a longing moan. 

Alice's fingers pressed into her own folds, feeling puddles of wetness pour over them. Her hips tilted sharply backward as she touched the little nub at the top that was the source of her tingling urge. She felt her knees buckle and had to steady herself against the wall with her other hand. 

The Doctor had pulled his hips back again and Alice could briefly see Emma's lips, swollen now, firmly engulf the turgid shaft. He pistoned it back into her and she watched Emma raise her knees up to his shoulders while locking her ankles behind his back to intensify his already forceful thrusts into her. 

Alice closed her eyes, barely able to contain her moans. Her finger was slowly circling the nub which sent sharp spikes of hitherto unfelt pleasure into her groin. She felt her legs slump and she ungracefully slid to her knees, keeping them slightly spread, still leaning against the wall, her hand now clenched to a fist. Her head was spinning but she couldn't stop - what was happening to her? She pressed the nub firmly upward and immediately felt her belly explode in pure sensations. Her wide open mouth bit hard into her fist, trying to muffle any noises while witnessing herself losing complete control of her body. She couldn't breathe. Her belly cramped hard while her hips jerked unpredictably against her finger, causing new waves of sensations to pour through her. She could no longer support herself against the wall and felt her upper body collapse down onto her thighs and knees.

After a while the thrashing of her body had ebbed and she had started to breathe again. Bed - she thought. Back to my room, into my bed. She had tried to straighten herself but had felt wobbly. A moan from Nurse Emma gave her relief that she hadn't been discovered yet. Using the wall to lean on she had stumbled back into her room, managing to pull the door close without much noise before falling into the warm sheets of her bed. She heard someone calling her name.

"Alice!" Liz shouted, waving her fingers before Alice's eyes to grab her attention. "Are you ok?" She was holding Alice's upper arm. Alice blinked a few times, coming out of her day dream. She felt herself blush as if she had just been caught red-handed. 

"What's the matter?" Liz asked grinning curiously, having noticed the blush.

"Uh ... nothing," said Alice. "C'mon, lets go." She turned to continue along the path. 

"Wait a minute!" Liz held her arm, turning Alice back around to face her. "You just blushed when I explained ... oncing," she cooed, pulling herself close to Alice. "You ... have been laid before, haven't you?" Liz gave her a doe-eyed stare.

"I've ... you blushed as well!" Alice retorted, feeling her face burn up in embarrassment. She tried to turn away again but was held in place by her arm. Liz moved closer and locked eyes with her. Then she leaned in, softly kissing Alice' pouty lips. Moments passed before she ended the kiss with a wide happy grin. 

"It's ok," Liz whispered, gently caressing the side of Alice's face, "Looks like I found myself a cute little virgin." She leaned in to kiss her lips again, this time allowing her tongue to run carefully along Alice's lips. 

Alice stood motionless, absorbing Liz's touches and kisses, and trying to stem the confusion in her head. Women were supposed to be kissed by men. But why then did Liz's kiss feel so good? She felt Liz's tongue exploring her lips and it felt wonderful. Alice noticed a faint tingling inside her again. Her body craved the kiss, Alice realized. She slowly extended her tongue until it met Liz's, sending a shiver of excitement down her spine. The tips of their tongues circled for a moment before Liz tilted her head and, closing her eyes, engaged into a lustful exploration of Alice's tongue, teeth and mouth. Their tongues playfully twirled for some minutes before Liz pulled away with a wide grin.

"Wow," she beamed, licentiously staring into Alice's eyes. 

"Is this ... right?" Alice asked, her face reflecting her profound confusion.

"Does it feel right?" Liz cocked her head, waiting for a second for Alice to consider her question. "If it feels right, who's to stop us?" 

Alice smiled. This was the first thing today that finally made some sense to her. "Again!" she begged. 

Liz happily obliged, engaging passionately into their next kiss. Their tongues immediately drew each other into a wild whirl of sensations. Liz's fingers tenderly dug into Alice's hair while gently turning her back against a tree that stood to their side. Mesmerized by Alice's clean, flowery scent, Liz pressed herself softly against her, feeling the touch of their bodies add to their sensations. Despite Alice's obvious inexperience Liz noticed in her responses a deep longing and evident desire to explore further, which encouraged Liz to continue. She gently pushed her knee between Alice's, feeling the soft thin leather of her pants slide smoothly against the fine cotton knit of Alice's tights. Then, leaning into her a little more firmly, she brought the top of her thigh up against her vulva. Alice moaned into their steamy kiss and all her movements froze. 

Breaking their kiss, Liz looked deep into Alice's eyes. She knew the look on her young friend's face and remembered well just how she had felt not too long ago, when her first girl friend had touched her there. With a coquettish gaze Liz slowly stroked her leather-clad thigh against the palpable heat of Alice's pussy for a couple of inches. Alice gasped loudly but otherwise endured the arousing assault without a motion.

"Tell me what you feel," Liz breathed seductively into her ear while starting to nibble on her delicious lobes.

"I feel ... dizzy," Alice hesitantly whispered back, "and ... my knees feel weak". 

"Now tell me what you feel ... here." Liz moved her hand down, slowly squeezing the tips of her fingers between her thigh and Alice's heat. Alice shrieked loudly as this bolt of electricity shot through her groin again - the same that she had experienced in the asylum's corridor that night. Her hips involuntarily jerked forward.

"I feel ...," Alice rasped in short breaths, "lightning ... flash through me ... from your fingers."

Liz smiled naughtily in response. She relaxed her leg, allowing her fingers to freely brush over the two thick bulges of Alice's camel toe before stroking the tip of her middle finger upward through the damp cotton along the length of the camel toe's cleavage. She felt Alice shudder in response. Open-jawed, she was breathing heavily while her eyes were starting to roll back in her head. Reaching her clit, Liz rested her finger on it with gentle pressure, sensing it slowly swell until she could feel an increasing pulsation of blood rush through the sensitive nub. It drove Alice wild, evoking low, intensifying moans from the depth of her throat. All by themselves, her hips started to grind into her hand but Liz's hand adjusted to their squirms perfectly, keeping just the right amount of pressure on her clit. 

Alice's moans morphed into cries of pleasure. With her arms fiercely embracing Liz she steadied herself against the tree while allowing her hips to gyrate with more urge. Watching her closely, Liz now started to massage her clit in long, slow strokes. Alice's legs trembled and gave in while her hips engaged in a wild, grinding exchange with her finger. Liz pressed herself closer against Alice to help steady her for what she was about to experience. She intensified the erotic suckle on Alice's earlobe when she heard Alice inhale deeply and hold her breath. With a firm bite on the soft lobe, Liz sent Alice over the edge. She cried out in loud wails of lust, her arms cramping so hard around Liz that it gave her trouble breathing. Her hips thrashed in erratic, uncontrolled jerks against Liz's fingers, which now slowly eased off her clit and instead pressed lower down the fold into Alice's entrance, about half an inch or so in for as far as the now soaked cotton tights would allow them. Liz felt intense twitching on her finger, almost as if begging them inside her. They matched her now softening groans.

A few moments later Alice slumped into Liz's hold, exhausted but still struggling to catch her breath. They stood neck-to-neck for some minutes while Alice regained her poise and began to loosen her embrace of the cute black-head. Cherishing her intoxicating scent, Liz held on for another moment before slowly peeling herself away while ensuring that Alice was able to again stand on her own. With an impish smile she licked Alice's wetness off her fingers.

"How do you feel?" she asked Alice, whose disheveled hair and flush cheeks from her fresh climax were a stunning turn-on for Liz.

"That was incredible!" Alice replied. The she added with slight hesitation: "So that is being onced?" 

Liz smiled at her for a moment. "Well, almost," she said. The an idea struck her. "Would you like to see some oncing?" 

Alice's smile widened and she nodded in excitement. Liz stepped back and straightened Alice's lace skirt neatly over her tights, almost completely covering the dark patch of wetness in the otherwise pale green fabric. Then she took her hand and led her off the path and across the field to the left.

"Come. I know just the place for that," she offered with an alluring smile. 



Onced Upon in Wonderland Ch. 03



Lizard took Alice by the hand and started walking backward across the field, smiling at her with a luscious grin. Deeply curious, Alice followed, returning her smile. But she stopped after just a few steps.

"Let me take my boots off," she announced while sitting down in the soft grass to pull them off. It was a pleasantly warm day and the midday sun invited for a lightening of the outerwear. "I think I'll go barefoot so I can feel the soft grass with my toes," she declared decisively. 

In fact, the tights had become very uncomfortable to wear. The soaked cotton clung unpleasantly to her now very sensitive pussy and painfully pulled into her still protruding folds with every step she took. She had realized after two steps that she could not walk far like this. 

After her boots were removed, she spontaneously and roll them off her pale, slender legs, light pink lace gown. 

"Splendid idea, Alice!" Liz encouraged her, hoping for some forbidden glances of Alice's pale, slender legs. She looked on in amazement when Alice, who sat facing Liz, actually started to pull on her tights with a complete lack of inhibition. Leaning back on her elbows she casually lifted her hips to pull the tights down over them before rolling them down her legs. Liz' eyes couldn't resist staring at her legs for furtive peaks up her skirt, but guiltily glanced up at her face in regular intervals to ensure she was not caught ogling. 

With some surprise Liz had quickly realized when first fondling the attractive brunette's pussy that she obviously wasn't wearing anything beneath her tights. Despite that she was now struggling to maintain a casual and somewhat uninterested expression while satisfying her curiosity. She couldn't prevent her eyes from widening, though, when she saw Alice reveal herself in her plain view. Her legs were closed at first, giving Liz a good look of her nicely curved hips and upper thighs. But when Alice had rolled the tights down over her knees she pulled first her left foot, then the right one up to her hands to peel off the stockings. With girlish innocence she spread her thighs wide for this and Liz found herself staring straight down at her bare pussy. It was covered in a thin patch of soft, short reddish-brown down that didn't do much to conceal the slightly puffy lips. She could even make out the remnants of the glistening sheen that had visibly soaked her tights a short while before. 

Stuffing her tights into her boots, Alice enthusiastically beamed up at Liz and bounced to her feet. Liz smiled back with a light blush, uncertain if Alice had caught her leering, indeed uncertain if Alice's behavior was perhaps more unabashed than innocent. She joined in, though, with Alice's delighted laughter as her bare toes brushed through the leafy grass and clover. 

"Come," Alice squealed, enthusiastically jumping from foot to foot as she shouldered her boots and grabbed Liz's hand, "show me some onceing."

Liz picked up her improvised walking cane and, with a broad grin, pointed out the direction to Alice, again following her a few steps behind. 

Their walk took only about half an hour. Liz found it increasingly harder to peel her eyes off Alice's slender long legs. Her pink lace gown reached down about a third of her thighs and Liz had again resorted to using her walking stick to teasingly lift the skirt and expose the top of her thighs and her naked tight ass cheeks. Alice no longer fought these intrusions, but rather seemed to use them for a flirtatious tease by swaying her hips a little more than usual. 

Liz found herself quite horny by the time they crossed a small hill and reached a river. It flowed slowly and seemed shallow enough to wade through, so she decided to follow Alice's lead and rid herself of her leather pants and boots. She placed them in her cape which she rolled up and knotted tight across her back. Then, playfully splashing at each other they waded into the river. The water was cool but not unpleasantly so, and it was deeper than it had first seemed. Liz yelped when, about half way through, they suddenly stepped waist-deep into the water. She felt a cool torrent wash up between her thighs, soaking her panties. After the initial shock, however, she welcomed the chilling effect it had on the heat between her thighs.

They continued on, spreading their arms to allow their hands to float on the river surface. Only two steps later though, they lost ground under their feet and sank neck-deep into the water, forcing them to swim the remaining short distance. Soon they regained their footing and waded out of the river, dripping puddles of water as they climbed up onto a sunny green meadow.

"Well, that was fun," said Alice, shivering slightly and squeezing the water from the tips of her hair. 

"We should take off our clothes so they can dry in the sun," Liz suggested, surprised by her own daring. 

Then surprised again when she saw Alice immediately starting to open her dark red leather vest. Liz decided to help her out of it and proceeded to undo the delicate panel of buttons of the pink lace gown down Alice's back. When she neared the last buttons at the small of her back, Alice suddenly fell still, crossing her arms in front of her chest while allowing Liz to complete her task. When she felt the last button open, Alice turned her head towards her dark haired friend. Their eyes met and Alice's gaze revealed a deep tension in her, a longing to explore her new-found sexuality mixed with her inexperience of what to expect next and a sudden self-awareness and hesitation to break the taboos of the unspoken social norms that she had been raised with. 

Seeing this surprised Liz somewhat after their intimate encounter just an hour earlier. But she also found it exciting and decided to play on this tension a little longer. She lightly placed both her hands flat on her naked back and felt a shiver of excitement ran down Alice's spine. The she pushed them upwards in soft strokes, caressing her soft skin while slowly peeling the gown off her shoulders in a massaging motion. The gown was now held in place only by Alice crossed arms. Drawing her close by her now exposed shoulders, Liz pulled herself up against her back. Alice's eyes now contained some anxiety but she also saw an urge in them for her to continue. Liz subtly leaned in, closing the remaining inch or so between their lips until they met ever so softly. Breaking their gaze, Alice closed her eyes and gave in to her longing. Her lips opened inviting Liz' tongue to play with hers, exhaling sharply when their tips met in a brief, sensuous play before melting together in passionate gyrations. Alice lifted her hands to clasp Liz' head, allowing her gown to slowly slide down off her body, exposing her to the warm sun and to the appreciative touches of Liz' experienced fingers.

Liz allowed her fingers to slowly caress along the underside of Alice's raised arms and down onto her chest. She gently grazed her finger tips past the soft outsides of her breasts, circling underneath them only to cup them in her open hands. She found them firm and modest in size, fitting nicely into her palms. A soft moan into their deep, insisting kiss rewarded her when she started to gently knead them in her fingers before capturing both her nipples between her thumbs and fingers. They were delightfully large, extending about an inch from their base, and fully erect and stiff from the chilly bath they had just stepped out of. Leisurely tugging on them and brushing her fingers across them to bend them every such way, Liz thoroughly enjoyed exploring this stark contrast of hard and soft in Alice's tits and felt encouraged by her increasing whimpers. 

After some minutes of bliss she disengaged their kiss and turned Alice around to face her. Their eyes remained locked when Liz reached for her lover's hand and, turning it palm up, very slowly pulled it between her thighs. She saw confusion unfurl in her gaze as the intent of her gesture dawned on Alice. Or rather it was fear, no, guilt of again overstepping the unspoken norms of her prior life. But she also saw a desire in them, and when her fingers first touched the drenched fabric of her panties as they clung tight to the folds of her lower lips, her lover gasped lightly while her eyes saccaded back and forth between Liz's face and her almost transparent wet slip. Then they remained glued to the forbidden triangle where her fingers started cautiously exploring. Curiosity had won.

Liz gave her an encouraging smile. Her lover's hesitating touch electrified her and she had to inhale sharply. She released Alice's hand, allowing it to venture on its own, and hooked her thumbs into the sides of her slip to pull it down over her hips. Letting it drop to the ground and, stepping out of it, she parted her legs two feet wide to feel Alice's timid virgin touch on her naked pussy. Her lover's nervousness was palpable from the way her fingers cautiously explored it. It felt new, and exciting, and audacious, to both of them. Her middle finger had found Liz's slit and traced upward along its length in excruciating slowness. It stopped its travels entirely, centering directly on top of her clit, and Liz soon started to feel her blood pulse rhythmically through her sensitive nub under this very subtle pressure. She couldn't suppress a low moan, and her hips involuntarily started a slowly gyration against Alice's fingers. 

In a quick and smooth motion Liz stripped the red-brown leather top up over her head, arching her back and exposing her naked breasts as her arms stretched out high above her head. She also made sure to give her hips a slight forward jerk, pushing Alice's fingers to invade between her craving lips and, breaking this slightest of seals, dip into the warm puddle of wetness that had formed behind them. Even before she could free her head from the tight neck opening she felt a second hand on her right breast, cupping it softly. She halted her struggle briefly, allowing Alice to fondle her breasts while she was helplessly caught arms and head in her inverted top, then leisurely emerged out of her leathers with a sly smile: hot, soft lips had just closed around her freezing wet nipple. The sudden scalding hotw sensation made her squeal - and bend backwards further to lift her tits up, making it more convenient for her lover to lavishly feed on her. Her smile widened as she relished the firm suckle of an eager set of lips. Curiosity had definitely won! 

"The other one wants some too," Liz said after some minutes with a grin, slightly turning her torso right to encourage Alice to switch. She did so in a heartbeat, welcoming the new icicle of a nipple to nurse on with generous laps of her tongue. She also remembered her finger embedded between Liz's puffy lips and allowed it continue its long, slow strokes along the well lubricated slit, eliciting a long moan from her new friend. She continued for a few seconds before allowing Liz to gently nudged her off her nipple. Slowly straightening herself, she admired the look of Liz' slim body and her perky tits, only slightly smaller than her own and glistening from the generous nursing, before locking her eyes again with Liz' in an longing gaze for more.

Both girls now stood naked facing each other, their chill from the bath quickly relieved by the heat of arousal. Leaning forward, Liz gave her a demanding, messy kiss and Alice obliged, welcoming the intruding tongue in the soft and velvety embedding of her own, then instinctively closing her lips around the firm, phallus-like intrusion and starting to suckle it playfully. Liz moaned again, the sound muffled by their engaging kiss. Continuing their playful back-and-forth of dominance she pulled Alice to the ground to lay on her back while pushing herself on top and spreading her thighs apart to rest her knees between them. Alice's hand was still trapped on her pussy.

After a moment of adjustment where both focused on the wild chase of each other's tongues, Liz felt her lover's fingers starting to tease her more assertively, firmly massaging her clit as it grew more erect. She opened her eyes to meet Alice's in a smug grin as she felt two fingers slide lower, then bending inward as the reached her entrance. There they hesitated briefly while Alice readjusted her shoulder downward to gain the leverage she needed to slowly push in her fingers past the second knuckle. Her grin vanished, replaced by an uncertain look, as if questioning whether she had gone too far. It eased into a warm smile when she saw Liz's eyes flutter and her jaw open to emit a soundless moan. Liz lifted herself up to hover just inches above Alice. She angled her hips just right, then worked to push herself greedily onto the intruding fingers. Their breasts were still touching and started to sensuously rub one another as she began to slowly hump the long, slender digits. 

She moaned again, louder this time, when Alice suddenly shrieked and scooted up some inches, pulling her arm back to lean on it as she sat up at an angle. She gaped in alarm between her legs which were now spread wide open. Liz quickly sat up on her knees, following Alice's gaze between her thighs where a round, pale-brown thing, less than half an inch in diameter and about 2 inches long, was pointing straight upward. It had a rounded cap on its top that bulged a little over the shaft below it, giving it a distinctly phallus-like shape. The shaft seemed to have grown out of the ground from between the dense green grass exactly where Alice had been sitting. 

"What is that?" shrieked Alice, clearly alarmed. "I felt it push my buttocks apart! Why must it grow right here where I am sitting, and right at this time?" 

Liz leaned forward, wrapping her hand around it and, placing her thumb on the cap, started to slowly stroke it. It was her turn now to grin mischievously at Alice. 

"We're on the Phallus Field", she said. "These mushrooms grow when they sense an opportunity to couple. That is how they spread. Their spores are everywhere here." They both looked around them, where the rolling hills of lush green meadow, interspersed with occasional large, solitary oaks, spread across several smooth hills towards the horizon.

"Seems this pasture has seen its share of fun recently", Liz suggested with a naughty grin, pointing to a couple of nearby patches of shriveled, dark, and unsightly mushrooms. "People come here on special occasions. It can be quite a treat if you're in the right mood for it"

Alice sat openmouthed as her initial shock gradually morphed into astonishment. Her attention returned from the field back to the phallus between her legs. Her mouth remained open but showed an intrigued smile now as she sat up straight to join Liz in examining the mushroom with a delicate touch. The phallus twitched at the added intention and Alice laughed in disbelief. 

"Look, it just grew a bit," Alice noticed with her entire focus on this new toy.

"They grow when rubbed, and they're quite flexible when fresh," Liz explained, bending the phallus towards Alice until it touched the light patch of hair above her wide open pussy. Leaning forward on her elbow, she then took the mushroom between her lips and pushed it into her mouth a few times while letting her tongue twirl it generously. It grew another half inch from that. When she released it the well lubricated cap glistened in the midday sun. 

She pushed it again towards an astonished Alice who leaned back slightly, again supporting herself on her arms, but rounding her back and rolling her hip forward to watch the tip of the mushroom slide between her gaping lower lips under Liz's gentle guidance. When it touched her clit she gasped audibly, then held her breath while she watched - and felt - Liz slowly rubbing it left and right across her tender nub. 

"Mmmmmmhhhh...that feels..good!" Alice moaned, hearing her own voice break up on the last word which came out more like a voiceless sigh. 

"Raise your leg," Liz encouraged her with a nudge beneath her left knee. She obliged, awkwardly lifting her left leg a foot in the air and squealed when it required her to rebalance, pushing her clit more forcefully against the firm, velvety cap of the mushroom. Liz smiled in excitement, quickly swiveling her right leg around and underneath Alice's raised one, pulling it back down across her upper thigh. Then, leaning back a bit, she lifted her other leg over Alice's right thigh and scooted forward until their groins touched, trapping the mushroom shaft between them. It twitched visibly and Alice gave out a lout gasp. 

"Oh my goodness," she whispered, her shocked eyes locking with Liz's in hope for some guidance. Her head was spinning from all the sensations and she knew she had long lost any judgment of what was or was not appropriate. But it felt so good. 

"This is not dangerous, is it?" she tried in one last attempt to appease her voice of reason, now echoing faintly from a far away island in her mind. Her eyes briefly shot down to the light brown cap that obscenely bulged out between their meshed groins, then back up at her friend.

"Of course it is," Liz tempted her with a impish smile without moving for a few seconds. When she didn't pull back she knew Alice had realized the silliness of her question. Liz provocatively ground her pussy slowly against Alice's by way of the phallus between them and watched her eyes widen. She felt the shaft expand a little more, causing herself to inhale sharply. Mmmmm...this DOES feel good she thought to herself. She repeated the circular motion with her hips, gradually increasing speed. 

Alice's mouth opened and her breathing became audible as she started to match her friend's lewd motions with her own. Hot sparks tingled through her body, all emanating from the focal point in her pussy as it so delightfully pressed and rubbed against the still thickening and very hard shaft - and against her much more experienced lover. Their rhythmic grinding grew faster, and the tingles in her belly suddenly intensified to a crescendo that robbed her of her breath for a few seconds. With her mouth wide agape she felt a monumental wave of pleasure discharge itself into her body, making it twitch and writhe out of her control, forcing the air out of her lungs in a loud wail of lust. 

Liz had been riding herself hard, just beneath the edge of her own orgasm. This moment was for Alice, she was intent on letting her set the pace for their climax. And fortunately, Alice conveyed her state of arousal plain for all to see who cared to watch. Her breathing had grown more ragged after she had let her head fall back. When her taut belly started to contract more irregularly, Liz readied herself, and when she seized breathing, Liz went in for the final stretch, angling her hips just so the fine texture of the stiff shaft rasped delightfully along her swollen clit. She almost matched Alice's climax, cumming only a few seconds after her young friend with equally loud cries. She also felt the subtle pop of the membrane at the apex of the mushroom's cap and the rush of liquid seed as it pumped through the central shaft and rained down in globs of thick white mess onto both their naked bodies.

#######

His head shot up. The wind had carried two girlish screams across the fields from the west. Ambush? An accident? Or perhaps...

Never one to pass on an adventure, he had to inquire further into the matter - and being the gentleman he was, offer any help imaginable. He started sprinting across the field in the direction of the source. After a minute of running he came up a gradual incline and slowed near the top, not wanting to rush into some unforeseen scuffle. He cautiously peered his head over the hilltop to survey the situation. Two figures sat facing each other about 150 yards away, down near the river bank. Apart from that he saw no one, and the two of them seemed calm. But where were their clothes? A robbery? 




Onced Upon in Wonderland Ch. 03



Or perhaps a trap! He decided to get closer and spotted a large oak tree standing perhaps 15 yards away from them. Perfect vantage point if he could get there undetected. He doubled back around the hill and used the cover of the tree to approach unseen. Quietly climbing up a few branches of the oak, he found a branch that would provide a good vantage point, and settled in comfortably. Scanning the scene before him, his jaw dropped immediately.

#######

Both girls let themselves fall back into the soft grass, catching their breaths and feeling the residual twitches of each other's pussy while their consciousness slowly returned to the here and now.

Liz was the first to sit up. She giggled, looking at both their spent bodies, entangled legs, and the mess at their juncture, including the now shriveling mushroom which had grown to a full 12 inches but was now limply bent over, resting on her left thigh. It still twitched lightly, and a final droplet dribbled out of it, joining the puddle that had formed in the shallow concavity on the left side of her pelvis, between her pubic bone and the base of her thigh. 

Alice raised herself on her elbows and grinned back. Then she discovered the white gobs on her breasts and belly, scooping some of it with her fingers to inspect it more closely. 

"Try it," Liz suggested, "some folks would die for a taste." She watched while Alice rubbed it between her thumb and fingers, then held it to her nose and eventually carefully touched her tongue to it. Her eyes lit up on her first taste.

"Its salty," she observed, "and tastes...rich." She inserted her fingers in her mouth and sucked them clean with an approving look. "I can see why they might fancy it," she said, helping herself to another scoop.

Liz smiled to her. "It's their spores. They reproduce this way. Make sure you leave some on the grass before you eat it all." she grinned. "We don't want to spoil the fun for others".

They enjoyed the blissful moment for a while, when Alice suddenly gave out a delighted squeal. "There's another one, pushing between my buttocks again," she exclaimed breathless and in a high pitch. 

"There's one between mine as well," Liz countered, wiggling to accommodate, then smiling as she had an idea. "Time for some onceing!" she announced excitedly while releasing the lock of her legs behind Alice's back. 

"Get up on your knees," she ordered and they quickly untangled their legs and kneeled, sitting back on their heels facing each other. She had her thighs spread wide while Alice's pose was much more modest, leaving just enough space between her knees to accommodate the newly grown mushroom without touching it. It looked small compared to its sibling, even as it deflated fast a few inches away, and was mirrored on the opposite side between Liz's thighs by an equally small sprout, both of them about 2 inches of height.

"Spread wider," Liz nudged Alice, who wiggled her knees a little farther apart. "As wide as you can!" 

She prodded Alice's thighs apart with the back of her hands and watched as hers hip began to tilt back in response to her changing pose. Her pussy, gleaming in wetness, now stretched open wide and pointed straight down at the tip of the shoot. Liz took hold of the shaft, massaging it slowly as Alice looked on in curious excitement, not knowing quite what to expect. As it slowly grew, she pushed it between the inner lips of Alice's pussy, covering it generously in her slick juices to her craving moans. A moment later it settled snug at the entrance of her vagina and Alice gasped aloud, jolting her hips up a few inches.

"It's pushing...inside!" She gasped in sudden alarm. Nothing had ever gone there before in all the 19 years of her young life. She hadn't even allowed her fingers to explore any further than the outer rim of this forbidden cavity. Images of her spying on Nurse Emma came to mind again. The doctor's thick, fleshy thing pushing into her between her thighs - it had to have gone somewhere she realized. And the lust she had seen on the nurse's face as it happened. As she was still rationalizing she felt the mushrooms cap on her entrance again - it had either grown very fast, or her body was again way ahead of her mind and had slowly settled back down on it in the silent longing to be ... onced.

"Don't you want it to?" asked Liz, realizing that Alice was already carefully pushing down onto it. Holding the shaft firmly in place she heard the deep breath Alice took as her entrance first stretched for the bulge of the cap to push inside her, then contracted around the slightly thinner shaft that followed, preventing it from slipping out again on its own.

"Does it feel good?" She asked.

"Immense!" Alice breathed huskily with a wide, excited smile. She held still for a moment, allowing both body and mind to adjust and come to grasp with the unfamiliar situation. 

"It's so thick!" Her curiosity had returned and she turned to inspect the junction of her vagina and the light, pale-brown shaft inside it. Slowly, and watching closely, she lifted herself up a bit, savoring the stretching sensation, then lowered back onto the shaft with a delicate whimper. It sunk in only about an inch before she felt a resistance. Hadn't the doctor's thing been many times that in length? And hadn't he pushed into the nurse very fast and deep?

"I don't think it goes in any further" she observed, raising questioning eyes to Liz.

"Mmm, this is your first cock." Liz explained, her hands holding both the shaft as well as her friend's left hip.

"...Cock" Alice repeated the word to help memorize it. 

"Not literally," Liz continued, "its what you call the thing that men have here." She touched her pussy with her flat hand. "They use it to fuck women with it when its stiff. The resemblance to these mushrooms is close enough, though." Alice blushed a little, thinking back to what she had seen between the Doctor's legs. Now it had a name.

"The first time you push it past where it is now, it will open you up. It is going to hurt a bit, just briefly, before it starts to feel really good." She held a firm gaze with Alice's eyes, watching her brows furrow in fear and instilling the confidence she needed as her body continued to follow its longing. Holding the shaft firmly in place she felt it tense as it strained her cherry from the insistence with which Alice pushed down her hips. Then she suddenly plunged down on the shaft to a sharp whimper, and Liz felt the shaft tear through, releasing the tension. She let go of it, knowing it firmly and securely in position now, tending instead to the neglected, budging phallus beneath her own pussy, massaging it into shape before mounting it. A shudder ran through her body as it slipped inside her, and she barely managed to restrain a deep moan, firmly grasping the stiff shaft with her vagina while pushing down on it.

Alice's eyes were squeezed shut as she held still to absorb the sharp pain for some moments. They shot wide open the next second from feeling the phallus twitch in a spurt of growth inside her. She stared intently Liz, but her mind was clearly preoccupied in a far away place between her legs. Slowly she started to move her hips up and back down, cautiously exploring the new sensations, sorting the pain from the pleasure, increasing the depth of her impalement with each try. Her eyes started to flutter as the pain first turned to numbness, then dissipated entirely. She moaned loudly when the swollen cap first hit the end of her canal, and started to fuck the full length of the shaft with increasing vigor and speed, continuing to moan each time she bottomed out. 

Liz increased her speed as well, trying to match that of Alice. She leaned forward to place her forehead on her friend's shoulder, offering her support which Alice took with gratitude, clutching her arms around her in a tight embrace and pulling their shoulders together to bring both their necks to rest against each other. She felt the shudders that rippled through Alice's body with each downward thrust. Feeling the girth to which her own phallus had grown, she admired Alice's tolerance in her first try. It would soon grow uncomfortably thick. 

She reached down for Alice's pussy and started to lightly brush her finger across the now swollen and exposed clit, mimicking the rhythm of her thrusts. Alice's torso froze instantly, and after two more thrusts she exploded in violent shudders, sending loud cries of release across the pastures. Her arms clenched Liz even harder, firmly anchoring their bodies together as the moves in her hips, torso, and thighs grew more ragged and uncoordinated, thrashing around wildly while cramping down punishingly on the steel-hard impalement deep inside her. A few seconds later she shrieked in dismay as the felt the phallus ejaculated its spores deep into her in forceful and abundant squirts.

The phallus inside Liz came as well, as if somehow linked. Feeling the forceful gush hit her deep inside sent Liz over the edge in her own climax, flailing her hips down hard on the shaft. She moaned loud next to Alice while continuing to hump the firm phallus. 

They rode out the pleasurable crest until their fatigued bodies collapsed sideways, where they rolled onto their backs, breathing hard and letting their arms and legs fall limp in the grass. The cocks, thick as they had become, had disengaged with a light pop and Liz felt the gooey fluid slowly trickle out of her.

"The spores...It's drooling between my buttocks," Alice commented with a light giggle. "It pumped so much of it inside me." 

"If I weren't so tired I would eat you out right now," Liz replied with a jaded smile. "lick all the cum right off your sweet pussy."

Alice squirmed a little, imagining her lover's head between her thighs and the pleasure her experienced tongue promised to offer. Then, with a daring smile she turned towards Liz and, combing her hair behind her ears, started to cautiously lick a glob of cum off her belly. Looking up to Liz her smile widened to a grin while her tongue remained extended out with its tip covered in white. 

"You must be holding the record for fastest leap from virgin to an obscene fungal cum slut," Liz chided with a disapproving shaking of her head. The she grinned: "So tell me, is the vintage agreeable?"

Slowly Alice rolled her tongue up between her closing lips and theatrically savored her bounty. "Splendid quality, and most palatable! So very noble of you to be personnaly serving me this delightful desert," she responded before extending her now clean tongue out flat and wide to lap cat-like at Liz's belly.

Several more globs stains were meticulously cleaned while she gradually moved her licks lower down the abdomen. On certain sensitive spots, where Liz's hips started to jerk, she let her tongue teasingly linger for a moment beyond what was strictly necessary for a thorough cleaning. The sound of the accompanying sharp gasps from Liz were just too enjoyable to let pass. They quickly turned into a whiny mewing when her tongue neared the top of Liz's slit.

In a smooth motion Alice climbed between her lover's keenly admitting thighs, crouching on her knees and shins. For a moment she stared in awe at the gaping wide pussy. She had never seen one before apart from her own, let alone intimately kiss one that so lewdly and impatiently splayed out just inches away, beguiling her with an alluring aroma of pussy fluids mixed with freshly deposited spore cum.

Her hands started massaging the ground on either side of Liz's hips, where immediately small protrusions formed as she had hoped they would. With her fingers busy, Alice plunged her tongue at Liz's core and was instantly greeted by a surprised shriek and two strong thighs that fiercely clutched her head. They relaxed again in time, and anxious fingers dove into the scalp of her red-brown locks, pulling her face into firm contact with the pussy. She lapped a wide flat tongue up the length of the slit, from bottom to top, to a profound shudder through Liz' frame. While she swallowed the enticing nectar, her lips closed around the still-swollen clit to give it a couple of soft suckles and a rub of her tongue. 

"Ahhhhhhh...," Liz moaned, not noticing how her fingers had cramped on her lover's skull.

Alice pushed her tongue downward, then speared it firmly inside the tense canal, bathing it in more of the juice mix. With her nose she pressed up against the clit, keeping it under pressure to further moaning from above while lapping at the cum flowing out of the deep vagina. After two more stabs of her tongue Liz convulsed in another orgasm, quieter this time, accompanied by a long voiceless sigh. Her vagina twitched and cramped under the stimulation, which helped produce a steady flow that Alice thankfully devoured until it was fully drained. 

Releasing her nose wedge, she cleaned up the any remainders with a couple of lavish laps when she felt a new mushroom cap present itself to her lap from below. 

"These insatiably horny little buggers," she murmured with a grin, giving it a tender lick while Liz reflexively writhed her soft flesh against it. Not surprisingly, it only grew more prominent. Meanwhile, Alice's fingers had nurtured their small protrusions into handsome staffs of 3 inches length, enough to wrap them in her fingers and thumbs for some further stroking.

She closed her lips around the mushroom's cap, delicately sucking it deeper into her mouth while teasingly poking her nose into Liz's warm and slick canal. It twitched in response, and Alice noted with surprise that those in her hands did as well. She also felt something just barely touch her pussy. Pushing her hips lower with an obvious suspect in mind, she squealed in delight when the new sprout pushed between her lips for her to masturbate on while generously lubricating it.

"Another one?" Liz asked with a slightly husky voice. 

"Ooohhhh My Gooddd. Mmmmhhhh...it hit a perfect bullseye!"

"I seem to remember hearing complaints about them not half a blink ago." Liz snickered. "Now I have to wonder who truly seems to be the horny bugger?"

Alice blushed at the insinuation, halting her hips momentarily. But the burning urge in her pelvis to continue quickly overwhelmed her. Instead, she attempted a halfhearted distraction: "Just how do these horny pricks even know so precisely where to grow?" She asked and couldn't suppress a low moan as she angled her hips to rub her succulent clit against it.

"Blind luck! In fact ... two of them actually chose my ... armpits!" Liz giggled a bit breathless as she worked her hips against the quickly growing pole between her legs. "I shall hardly call that precise." She nonetheless indulged in their behavior, keeping her elbows closely pressed to her sides and enjoying the erotic dominance with which the blunt bulbs took possession of the dark hollows that formed hence.

"And one in my cleavtshhh!" Alice added, fumbling the last word while impatiently mouthing the phallus again. She bent down low, firmly wedging her breasts between her thighs. A cock had started to push into the tight crevice from below and now squeezed itself between her soft tits. The cum that had splattered on them before now actually lubricated the forced passage quite well. 

Alice loved the molestation these phalli subjected her to. She began to worship them by rocking her body back and forth, taking the front cock deep into her throat in one moment, then rolling back against her heels to feel the rear cock drive deep inside her, while the one slithering between her tits performed a remarkably pleasurable massage. Her hands held on tight to their shafts, which had grown such that her fingers didn't quite completely wrap around them anymore. She used them now more to stabilize herself as she struggled to cope with the sensational overload in her various bodily cavities. 

After a few more wags of her body, the cock in her cunt bottomed out. She mewled in arousal and felt it twitch, stretching her wider and deeper with its growth and forcing her to lift her body to accommodate. Her rocking grew faster, grinding the cock's girth deep into her vagina while a sudden tingling surged in her belly. Muffled whimpers escaped her throat, now stuffed with a thick prick that wedged her jaw open achingly wide. They grew to a needy whining until the tingling crested, flooding her body with a wave of release more intense than she had ever felt. Wild spasms rolled through her forcing the air out of her chest in a forceful moan. Her hips and back buckled in erratic jerks, sending the cock on both ends thrusting into her without control. Her belly and vagina cramped hard on their object of lust while her throat was blocked from breathing.

She faintly registered a fast uneven series of pops, followed quickly by forceful gushes of cum, squirting into and on her from all sides. The sensation was otherworldly, redoubling her orgasm. Her back arched hard, yanking her head up and dislodging the blunt impalement after it had painted the back of her throat with two full spurts of cum. They trickled out unhindered through her gaping mouth, while the cock continued to spurt copious loads unaimed at her, covering her face, neck, and chest. 

They mixed with jets flying at her from left and right from the cocks that she and Liz used as support handles. Globs coalesced and slowly dribbled down her jaw where they joined with sharp squirts below her chin from the cock that fucked her tits. Torrents of viscous goo formed and drooled back down her throat to flow over and around her breasts, where her erect nipples spouted some of it to the ground. 

Deep inside her sharp jets shot at close distance directly at her womb, seemingly penetrating it with ease. The sheer volume of ejaculate had immediately filled any remaining gaps inside her and now poured out under the pressure of her frantically convulsing hips that kept her impaled to the fullest. She felt cum gush out of her vagina and pour onto her thighs.

She still couldn't breathe beyond shallow yelps, captivated by the continuing spasms throughout her entire body. Close to fainting, she finally felt the intensity peak, slowly allowing her some deeper gasps for air. After some moments the wave ebbed further and she felt her limbs and body ache and tremble in exhaustion. Slumping down, her breasts slobbered back onto her thighs and she couldn't muster the energy to care about the odd angles at which the various cocks were poking her. 

Her first deep breath was an intense relief and her awareness returned when she felt Liz weakly pull her up to lie with her. She barely managed to lift her hips up but felt tickling as the cock slipped out of her vagina, followed by a warm outflow of fluids that she didn't try to stop. Feebly she pushed herself forward, letting her breasts haphazardly flop on her lover's belly. Then gathered more strength before slithering up across her body until her chin found the nook of Liz's neck where she finally collapsed in fatigue.

Smiling to herself, Liz tenderly closed her arms around her spent mess of a friend. Watching her manage 5 cocks at once had been a huge turn in for her. And her imagination had been running wild when Alice mentioned the one that chose her breasts to grow into. She had rubbed herself sore on the fat pole that her pussy had been pressed against. Her lover's needy whining had pushed her over the edge, empathizing so well with her yearning. But she had never let these mushrooms grow as huge as they had today. She had always come long before that. 

When they finally did burst, she had pointed the shafts in her hand right at Alice's face. She had felt the spurts into her armpits at the same tine her hands felt the streams ripple through the shafts they were holding before they flew through the air in a short arc, landing on her cheeks and eyes and chin. She was aiming for her mouth and scored a few hits, largely because Alice had kept it open so wide. It was an utterly obscene sight that she had savored every second of.




Onced Upon in Wonderland Ch. 03



Now she felt the ooze slowly slide down her neck and sides. It tickled slightly but she kept still so not to disturb her friend, whose breathing slowly normalized. They both relaxed in their embrace, their breasts and bellies meshed tightly together with abundant lubrication. Soon they dozed off in the warm late afternoon sun.

#######

Hope you enjoyed it. I'm still new to this - please leave comments and let me know how to improve.

Part 4 coming soon!



Onced Upon in Wonderland Ch. 04



Liz woke up when Alice started to move on top of her. Opening her eyes she judged from the light that they must have been asleep for about half an hour. She gave her a warm hug and Alice turned her head to kiss her neck. Then she tried to roll off her lover but abruptly slipped sideways into the grass. It squished where she landed, still soaked from the spores. Both girls giggled, looking at each other and the sticky goo that threaded between their naked bodies. 

"Look at the mess we made!" Alice exclaimed, turning further aside while sitting up. It tickled as the sticky filaments snapped, especially the ones that had formed between their breasts.

"We should wash up while it is still light," Liz suggested.

They both got up on shaky legs and, balancing each other, walked to the river with broad smiles on their faces. 

The water was cool, but again not unpleasantly so. They dunked under to get soaked head to toe, including their hair, and felt their stickiness turn slimy in the water. It was easy to wash off and they quickly rubbed each other clean of it, starting with their faces, arms, chests and backs, only briefly hesitating when they slipped fingers into each others pussies, but focused on efficiency rather than stimulation. Next were the thighs and legs before ending with washing each other's hair.

Crouching in the shallow stream, Liz completed rinsing Alice's hair, before standing up navel deep in the water. She pulled Alice's back against her in a tender embrace and soaked in her warmth for a while. 

"You are beautiful." She observed with a soft smile while playfully fondling her breasts. "And sooo sexy!" she added, grinning. They were soft and smooth, slightly spilling over the grasp of her hands.

Alice turned and stared at her before moving in to brush her lips against Liz's. Their lips melted into a tender and intimate kiss, unhurried, very different from the passionate needy one they exchanged before. Taking their time, their tongues now slowly teased rather than chased, inviting the other to casually explore their new bond. Their bodies were pressed together and exchanged warmth while their hands gently held each other's necks. After some timeless minutes they separated and looked at each other. 

"You are gorgeous," Alice whispered and added with a slight nod to the meadow, "and thank you for showing me. That was unbelievable." 

"What you did back there was unbelievable." Liz grinned back in awe, nodding her head up to the mushroom field behind them. "And most exciting to watch! I would never have imagined how thoroughly you would consume these mushrooms!" She moved her hands to Alice's shoulders and felt hers on her waist. 

"It would seem I had a pent-up need," Alice answered with a light blush and a sly smile. "There was quite indisputably a lot of catching up to do. Why didn't you show me any sooner?" 

"I'm certain I would have, had we met before just this morning," Liz laughed at the distraction and implied accusation, then pulled her in for a warm hug. Freezing hard nipples pressed into her. "Five cocks at once - it made me cum just looking at you" she whispered into her ear.

"Let's leave the water before the sun goes down."

She took Alice's hand and led her up the bank to where they had dropped their clothes. 

"G'day, ladies," a friendly male voice greeted them.

Both of them stopped in their tracks and stared startled at the figure sitting leaned against an old oak tree a few yards away. "Knave!" both responded surprised and in unison. Only then did they realize their inappropriate attire, covering their breast with one arm and their groin with the hand of the other.

"What are you doing here?" Alice asked, obviously glad to see him.

"How indecent of you to lurk around like this, preying on innocent girls! Turn around, you ogling malefactor!" Liz shouted, standing with her knees slightly crossed to help cover her private parts. "How long have you been loitering here?"

She rushed to their clothes. Alice blushed silently and quickly followed. 

"Here?" he asked pointing down to where he sat. "For a short while only. I sat down here when you fell asleep." 

"And you couldn't have made yourself heard when we awoke?" Alice inquired astonished.

"Oh, I wouldn't have interrupted your lovely meddling for the world!" he responded matter of factly.

"And besides, I only came down her because the branch up there -" he pointed up above his head, "was becoming quite uncomfortable."

They froze, flabbergasted by the implication, with wide eyes that followed the direction of his finger up into the tree. 

"You dirty weasel! Since when have you been leching after us?" Liz demanded.

"Not long at all," he said, "a few hours perhaps. I was investigating two loud screams. 'Damsels in distress' I thought. Obviously I had to offer help!"

Their jaws dropped in disbelief as they spotted the position on the almost horizontal branch and realized the close vantage he must have had on them from there. 

Then they looked back at him and suddenly noticed the tent pole that suspended the front of his trousers. They both stared at it until it twitched, and Liz blinked.

He smiled innocently at each of them for a moment. "I can still help, if you like."

Liz shook her head, rolling her eyes annoyed as she pulled Alice away to get dressed. Her friend hesitated, however.

"Can't he show it to us?" she whispered to Liz, who saw that daring look on her face again. "I want to see it!"

"Alice!" Liz insisted in a hushed shout. What is it with that girl? she thought, pulling her to turn away again. Both were still struggling to keep their private parts awkwardly hidden from view with their arms and hands.

"I bet that is not his cock!" Alice exclaimed aloud to Liz, but ensuring that Knave would hear her.

"What?" Liz snapped back.

"It is surely a substitute because his real cock is in fact tiny." she continued, gesturing its assumed, and insultingly small size between her thumb and index finger.

"It is not!" Knave defended his manhood with certitude.

"It is!"

"Is not!"

"Will you two stop this infantile behavior!"

There was a moment of silence.

"Then show me!" Alice dared him with a grin.

"You show me first!" Knave countered defiantly after another moment. 

"Come on," he continued, "your modesty is quite contrived, and must I say, superfluous, after the alluring show you were both so kind as to allow me to attend."

"We did no such thing as allow you to gape at us!" retorted Liz. She didn't like the direction the conversation was taking. 

Meanwhile Alice had calmly lowered her arms to her side and stood in full nudity, heels together, facing Knave. 

"Alice! What are you doing?" Liz hushed at her enraged. "Don't encourage this adolescent conduct of his any further! Come and get dressed!"

"There!" she said calmly to Knave, calling his bluff and ignoring Liz. "Now you!"

He stared at her in wonder, starting to admire her features in shameless detail. Her pale skin with just a few freckles on her cheeks beautifully contrasted her reddish-brown wet locks that framed her narrow face and sensuously draped across her delicate shoulders. She stood with a straight posture, her shoulders lowered and pulled back. This nicely presented her c-cup sized breasts, still glistening from the water with a enticing light sheen of moisture as they arced in perfect form off her slim body. Tightly shaped nipples crowned them at their apex in a pinkish shade. They were still erect from the cool bath. 

She carried her breasts with pride. With a subtle bounciness, their open, somewhat sideways pointing pose seemed to graciously invite any bystander to help him - or herself - to a lavish milking. He certainly felt enticed. As she stood, facing him full frontal, their roundness spilled over the boundaries of the slim silhouette that framed her torso and continued on to present the enticing womanly curves of her nubile body. His eyes followed her narrow waistline that broadened nicely around her hips, then moved on to appreciate her tight belly. It naturally guided his gaze lower onto a sparse and well groomed patch of short reddish hair that sat atop her clean shaven pussy. 

His gaze lingered there for a moment while in his mind's eye he replayed how he had earlier seen it sheath the massive fungal phallus, whose size had to have easily matched the hard cock of an aroused stallion. His position on the branch, behind and to the right of her, had given him a pristine view of her sun-lit and obscenely wide-stretched cunt, strained but eager to consume the prodigious shaft in its full length.

Now it appeared tame, with innocently sealed, though slightly puffy lips topping the small, triangular hollow space that formed at the juncture of her thighs. Apart from that spot her slender, long legs remained closed, all the way down to where her heels touched. 

The admiration in his eyes as they examined her naked body sent a warm tingle down her spine. She felt excited by his lustful look and registered precisely the moments his gaze lingered on both of her breasts, her waist, belly, and rather long on her groin. It made her feel desired and lascivious. She saw the pole in his trousers twitch again and smiled with a light blush at the unspoken complement.

Knave's eyes jumped back to meet Alice's gaze and he unhurriedly got up on his feet, taking a step towards her. His hand hypnotically started undoing the belt of his trousers. 

By now Liz had cast her modesty aside as well, stemming her hands in her hips in exasperation. Suddenly she recognized the symptoms - his glazed lusting stare at her friend could only mean the rumors she had heard were true.

"Oh no you don't!" she exclaimed in panic, shooting forward between the two of them, and facing Knave stark naked with the intent to block his view of Alice. Her hands were protectively stretched palm-out towards him, and she half-turned her head back, keeping Knave in view but speaking to Alice: "Get dressed Alice. Its the semen you were bathed in. It must still have a residual enchanting effect on him. Do you see his glazed eyes? It's luring him to you by some remaining glow or something. Like the sirens in ancient times. Get dressed!"

"'Sirenous Semen', huh?" Alice responded with an incredulous look. She was annoyed that her view of Knave was blocked, now that he had just begun to make good on his promise. Alice stepped closer to her friend in order to peer over her shoulder.

Meanwhile, Knave had opened his trousers and started examining Liz's nude body in equal detail. Her neck-long black hair had already almost completely dried. It made her skin look pale as well, although in direct comparison to Alice it was a tad darker. She had beautiful dark eyes and a cute, pointy chin, and stood about an inch smaller than Alice. Her build was more athletic, very slim but more muscular, and with slightly less pronounced curves. Her breasts were a little smaller than Alice's but equally firm and perky, and to him, equally tempting to suckle on.

Alice saw his glazed stare now as well. She had stepped up behind Liz, pressing her breasts into her back and feeling soft ass cheeks push back against her pelvis in return. She enjoyed the soft, warm feeling for a moment, then reached around Liz to cup her tits with her hands, lewdly leaving her nipples exposed and slowly swaying the pushed-up breasts luringly to Knave's lustful stare.

"Wha...!? Stop that!" Liz snapped but didn't take further action as she kept her arms outstretched to fend off Knave.

He eagerly rid himself of his pants. When he straightened back up, Alice's mouth opened in awe at the turgid staff that distended from his groin and shamelessly pointed at them.

"Wow" she absently whispered into Liz's ears, whose attention was now seized by it as well.

Slowly he approached them, his gaze still glued to Liz's jiggling breasts. Alice felt her heart beat faster. She could now make out the asymmetric head of his cock, with its top extending further back on the shaft than its bottom. The shaft itself also showed a lot more detail and texture than the mushroom phalli had. Her fingers itched to feel it. Instead they kneaded Liz's tits more firmly and felt her appreciatively grind her ass against her with a hollow back.

He smoothly stripped off his top while their eyes both followed the cock spearheading his approach, bouncing up and down with each of Knave's steps. When he was three steps away, Alice released the soft orbs and slid her hands down across Liz's belly to push her left hand onto her pussy. Spreading her first and middle finger she pulled the slightly puffed lips apart, exposing her warm core to the cool evening air to a sudden whimper from Liz. She hoped to give Knave a worthy target for his final approach and smiled when his eyes immediately leched on. 

A last step away, his chest met with the outstretched palms that Liz still had extended defensively. But her resolve crumbled instantly when her fingers felt the familiar strength of his muscular chest. Alice saw the arms fold without resistance as Knave closed the gap.

"You two have a history, don't you?" she muttered in Liz's ear but didn't receive a response. Liz was entirely preoccupied with the handsome male that was about to conquer her. She new he would challenge her again, as he had always done - she would insist on it and leave him no option but to. And she would endure his challenge in its full largeness and be thoroughly rewarded when she met it. Her need for him now resurfaced with full vigor.

As soon as his cock came within reach, Alice greeted it with her idle hand and pushed it lower to point between the top of her friend's thighs. It was hot to her touch. She felt the tip push between her fingers and the lips she held open, greeted by a harsh gasp from Liz, who anxiously stared with wide eyes at Knave. Releasing her fingers Alice felt a deep shudder run through her friend while the rigid shaft relentlessly rasped along her exposed clit. 

A distinct shove from Liz told Alice when he finally docked against her body. They had her sandwiched nicely between them and Liz was already kissing him intimately. She also felt the tip of his cock exit her gap at the rear just beneath her ass, and barely touching her own needy lips. So close, and yet... She pushed her hips firmly forward against the soft cushion of Liz's cheeks, adding to the pressure on her from both sides and earning a moan from her, and felt the tip protrude just a naughty finger width deeper, scarcely parting her lips. All her writhing didn't provide her the sorely desired exposure. 

Changing tactics, she slithered her tits down Liz's back to crouch until she was on eye level with the little devil. It leered out at her like an eel from its luscious cave of thighs and ass. Mesmerized she stared at it. Its tip had a dark red color, with delicate skin strained smooth in apparent internal pressure. A small opening at its tip was looking at her. She licked it tentatively and the tip twitched. Satisfied with the response, she cautiously closed her lips around it and pushed her head onto it, burying her face in Liz's cheeks and her nose right between them. She managed to get about two full inches into her mouth this way. Better she thought. Her tongue interrogated the exciting new toy in every detail. It felt very different than the mushrooms had. For one, it was warm. 

It was also steel hard beneath the smooth surface. Excitement stirred in Alice's groin. Yet it had some flexibility. And a mind of its own, unlike the more mechanical hive reactions of the phalli. Although she had enjoyed their symphoneous climax that had bathed her in their seed from all angles, this one would want her attention all to itself - and she wondered what its seed would taste like. 

She stroked her fingers along its length from beneath, gently pushing Liz's thighs apart to allow for her hand to pass through. At its base she felt the skin loosen into a sack of sorts that was carrying two firm ...marbles..., she guessed. She enclosed them in her fingers and felt the cock twitch considerably against Liz's open pussy, hearing both of them moan into their engaged kiss. Interesting... she pondered when Knave interrupted her thoughts, grabbing Liz's ass cheeks and lifting her while she wrapped her legs around his waist and continued kissing him with her arms around his neck. They seem to know each other quite intimately,, Alice thought.

Knave started carrying Liz across the meadow to a large bolder, not 20 yards away. Alice, suddenly deprived of her toy, scrambled to her legs to quickly follow. When they arrived, Knave set Liz down on her feet and gestured for Alice to sit on the edge of the large monolith. She noticed its surface was smooth and had a gentle outward curving. Looking at Liz she sat down, wondering what to expect. The stone was pleasantly warm from the recent sun that now stood low above the horizon. 

Liz nudged her backwards by her shoulders and she compliantly reclined, draping her back sensuously against the stone in a light arc that pushed her breasts out and mildly bent her head back. Her arms naturally drifted above her head to rest on the far downward slope of the stone. It was a comfortable position, although she could not easily see the other two, nor engage much with them in this pose. 

Liz looked down on the young nubile body and the lasciviously stretched out pose she had submitted to. Her hip bones prominently stood out now, as did the bottom of her rib cage. Between these her taught skin was stretched across her now even thinner belly. Her breasts had rolled further up and out in the shape of two gothic arches, screaming to be plucked and sucked. She would have some glorious fun with this breathtakingly sensual body.

She lifted both of Alice's knees up and placed her feet wide apart on conveniently located plateaus on the large rock. Both she and Knave admired her glistening wet pussy yawning before their eyes. It appeared in a natural reddish color despite the elaborate workout it had gone through not long ago.

Liz stepped closer and crossed her right foot over Alice's left thigh to place it on top of the rock next to her hip. She carefully stretched herself forward until their pussies almost touched. Stabilizing herself on her left arm she took a firm hold of Alice's breast with her right hand, causing her to inhale sharply as her rib cage visibly lifted further. 

Liz very slowly brought the lips of their pussies to barely touch in a tender kiss, then let them softly graze and cover each other with their abundant wetness. Her hips slowly swayed over Alice's as she gradually let the kiss grow more passionate. Then she aligned their clits to each other, allowing them to only lightly touch like lovers' tongues. 

Alice's breathing was ragged now. Being in the passive role she could only react. Her eyes were closed and all of her remaining senses were focused on their sensually kissing pussies. Liz started to flick her clit straight across Alice's, timing their licks perfectly as to maximally disrupt Alice's pattern of breathing. She enjoyed how the sudden pull of breaths hollowed Alice's abdomen, while the abrupt exhales made her belly cramp in a delectable way. She took her time playing with her lover in this way for a while until she felt Knave's cock urge for attention against her ass. Ending her teasing with a slow circular motion of their clits around each other, and eliciting a few drawn out whimpers from Alice, she finally nestled their pussies firmly meshed together, with both their love holes resting in immediate adjacency. Then she bent over in an obvious cue to Knave, resting her torso on top of Alice and feeding the perky tit in her hand to her hungry lips. 




Onced Upon in Wonderland Ch. 04



Knave thought he was dreaming. Two most beautiful, cock-hungry girls lying splayed wide before him after having readied each other by masturbating their clits before his eyes were now waiting to be mounted by him. His cock urged him to stop the day dream and get plunged. He stepped up between their spread thighs and rubbed his cock along their combined slits before aligning its tip with Alice's hole, seating the tip tightly against it. It reacted with a twitch of its own, and Alice gave a high-pitched gasp.

He waited a few moments, noticing her quick shallow breaths as she tried to anticipate his charge. When he finally did push in she cried out in surprise, instantly closing her arms around Liz's back in a tight embrace. He seated about three quarters of his cock inside her before halting. She had reflexively cramped her vagina on his intruding shaft which had created a delightfully tight feel. He pulled back a little and immediately sunk his full length into her. About an inch before the end he hit the bottom of her canal and slowly stretched it deeper until his hips met hers. It took her a moment to adjust to this profundity while he kept his cock pushed deep, and after two seconds she gave out a low moan when her vagina had settled into its new profile. He pulled his cock out of her and quickly claimed her again until their hips touched. It met only slight final resistance and Alice greeted it with a throaty "uuuhhhmmmmmm". 

After two further repetitions he exited Alice and slid the shaft up an inch to place it against Liz's opening. She had a tighter feel to her, not having been penetrated yet; but he knew she would adjust to his length just fine. It wasn't the first time he had mounted her. He heard her sharply inhale through her nose and felt her pivot her hips back to better align herself. Hesitating only briefly, he inserted himself swiftly to her full depth. After bottoming out he then slowly coerced the remaining two inches of his cock into her as well. 

Liz groaned from the adjusting shifts inside her. She had missed his cock and loved how it demanded - and gained - refuge for its entire length inside her. The first one or two times they had coupled it had hurt her a bit when he pushed too fast. She had since learned to adapt to his cock's assertion and it had been entirely gratifying. Now she was concentrating on extending herself to his forceful prodding and it felt so good already. She nibbled on the succulent teet in her mouth.

"Heyyyy" Alice mewled,reaching her hand into Liz's hair to better control her exposure to her breast. 

"You two ... ahhh...have fucked before, haven't you?" she asked in a low voice, absorbing the sudden stimulation from their wedged clits when Knave's thrust had bottomed out and jolted Liz forward. 

"We used to do this quite regularly, didn't we, my dear?" Knave cheerily declared. It took him a second thrust to fully fit his cock inside her, cutting short Liz's grunted confirmation. She was less deep naturally than Alice and he found she had managed admirably. He gave her a few slow full-length strokes as a reward, then slipped out of her again to tend to Alice once more, delighted by how their closely located holes allowed him a very swift transition between them, and enjoying the subtly different feels between their cunts. 

Alice had been waiting impatiently on his return and greeted him with a wide open entry. However, the moment he entered her she gripped him hard, making him work for every inch he progressed. They both moaned at the delicate friction this produced. 

"Oh my god!" Alice gushed in a husky voice to Liz, tightening her embrace around her. "He's so hard and demanding inside me!" She pulled her knees up, lifting her feet off their pedestals to cross them behind Liz's back, squeezing her hips forcefully just to give her thighs something to cling to. Her depth had contracted just slightly since he had left her and he quickly reestablished the required space he needed her to provide. "Yessss..." she hissed when she felt stretched deep with his hips on her. "...so full!"

Knave started humping her faster, keeping the full strokes and pausing just briefly each time he was fully inserted. She matched her vaginal clasps to his faster inward thrusts while the pitch of her short grunts steadily rose. After half a minutes of deep penetrations she came, silent and hard.

Liz noticed it before Knave. Chaotic quivers passed through the body beneath her, and the nipple in her mouth suddenly perked rock hard which prompted her to milk it intensively. Whether by that or the normal progression of her climax, Alice suddenly arced her back off the stone, lifting Liz and pushing her tits upward and into Liz's face. Her hips trembled fiercely on Knave's continued impalements, and now she bellowed in a loud howl expressing the intensity of her orgasm. Knave continued to pound into her for another minute, feeling the ragged and no longer well-timed cramps on his cock before her cries slowly lessened. Slowing down, he gave her a soft landing with a few unhurried shallow rubs of his cock before gently withdrawing. His heart was pounding and he had needed to focus hard not to come inside her right then. 

He still had his former lover to take care of. Giving his cock a moment to compose itself while sliding it back and forth across both their slits, he finally settled it in a tight seal against Liz's opening. He gave her immaculate round ass cheek a stinging smack, then grabbed her hips with his hands and slammed his cock deep into her.

Liz had prepared herself for it. She had braved through the delightful stimulation of Alice's jerks and quivers by way of their meshed clits, and watching the recently-virgin redhead beneath her cum so hard from Knave's tool had turned her on immensely. She knew Knave would not go easy on her now - she wouldn't have wanted him to - and readied herself with a few deep breaths. The forceful smack had caught her off guard, though, and she had yelped in surprise, only to feel his long hardness spear deep into her. The smart sting from her cheek registered in her head after a short delay and coincided with the blissful stretching of her vagina. Both sensations amplified her arousal and she moaned a deep "fuuuckkk!"

Knave immediately established a quick pace, again submitting her to full strokes of his long cock and resting only briefly while fully seated in her, as he had done with Alice. Their hips gave a slapping sound with each thrust. After a dozen or so thrusts he felt her hips beginning to push back against him, driving him even deeper into her. He knew she was close to her climax and reached into her hair, forcefully pulling her torso up to him. Liz wailed in surprise, quickly arching her back to lessen the pain on her scalp until her shoulders met Knave's. There she whimpered from how deep he was buried in her. He reached around to firmly grab both her tits, squeezing and pulling them while he kept fucking her hard. It took only a few seconds before she felt the waves cresting inside her womb, flooding her body with orgasmic contractions. She cried out in high shrieks, timed to him hitting the back wall inside her. 

Alice couldn't keep her head back anymore. Her neck protested with sharp pain but she had to lift her head to look down at the two bodies fucking. Liz's belly was visibly cramping and Knave's fingers were stretching her tits long by her stiffened nipples before letting them slip from his grip. They bounced back marvelously, sending new shudders straight to her womb. Liz's elbows were raised and her hands held on to his head as she was turning hers towards him for some sloppy tonguing. She took his cock in for another couple of thrusts before suddenly releasing his head and collapsing back down onto Alice's chest, who received her with a caring embrace, feeling her breathe heavily from exhaustion.

Knave slowed his thrusts again, then gently disengaged her and quickly walked around the rock, where Alice tilted her head back again to mouth his raging cock. It gratefully took to the warm and wet embrace, and Knave had to willingly resist a forceful deep entry. Instead he started rocking his cock very slowly into Alice's mouth, gradually going deeper while checking how she was coping with it. Her overstretched throat visibly expanded at a certain depth but she wasn't complaining, so he slowly drove deeper. The feeling of tightness in her throat, along with her wielding tongue, was soon too much for him.

"Oh fuck...here I cum, " he hoarsely announced, pulling out of Alice to point his charged cock at both their faces. Liz looked up at it with a greedy but tired smile, opening her mouth to present it as a lazy target. Alice's mouth remained wide open and her tongue stretched out for its tip.

His first shot grazed Alice's chin and landed on Liz's cheek. She quickly adjusted her head to capture the tail end of it, as well as the second squirt. He saw it land on her tongue, painting it in creamy white. Bending his cock down, the next two jets found Alice's gaping mouth and disappeared behind her tongue. She closed her mouth with a wide grin as he continued splattering his cum onto their chests. Liz quickly smeared the gooey globs across both their tits, covering them in the shiny semen. 

When the stream from his cock ebbed, Alice reached for it and sucked it into her mouth, flicking her tongue generously over it to harvest any remaining droplets. 

"This is addictive," she said to Liz, but looked up at Knave while she rubbed his tip on her chin before passing it down to her friend. 

"Better than the fungus?" Liz asked before teasingly lapping at the now sensitive head.

"Mmmmmm...More spirited and nuanced!" Alice replied with a savory smile, reaching around Knave's ass and pulling him in to make his cock more accessible to Liz, but more to the point, to suck in his balls and let her tongue playfully toy with them.

"Ah...careful there!" he warned both of them. Of course they ignored him with ever more greedy sucks. He quickly found he had to actively retreat to shield his sensitive tool from their ravenous mouths. "Have you still not had your fill, you insatiable vixens?" 

"He wasn't bad for a first!" Alice teased, eying Knave while apparently speaking to Liz. "Are they all as long and hard as this one?" 

Liz looked up to Knave with an admiring smile. "His is actually something special, Alice. I haven't seen a more fulfilling cock on any other guy". 

Knave grinned proudly. Then caught on to the conversation. "Wait...You mean this was her first time?" He shot a confused look at Liz. 

"Yep!" she grinned. "First real cock in her young life. And what a fine specimen, at that! The mushrooms just narrowly beat you to deflowering her but you will certainly leave her with a worthy - " she paused briefly and smiled, raising her eyebrows, "impression to compare against all the future ones she choses to enjoy, dear."

"Oh...I...I'm sorry, Alice. I hope I wasn't too ... rough on you!" He looked down at her cum covered breasts and her lewdly spread legs, remembering how he had gone down on her. But, he thought, hadn't she taken a similar pounding by the mushrooms?

"No, no - please... it was the most amazing experience. I have never felt ... such fulfillment - you were so demanding! You showed me what I've been missing out on" Alice raved, smiling up at him. Then she continued calmly "and you made me come so hard I almost fainted. I think I'll want that again soon." 

"Unbelievable!" he muttered with an incredulous smile, shaking his head in astonishment, and Liz agreed with a nod.

"What?" Alice asked grinning, looking at both with a hint of nervousness. "Is there something not right with me?" 

Liz chuckled. "All is perfect, Alice!" she calmed her, looking first at Knave, then her. "We are just both surprised at how ..." she was searching for the appropriate words, "open and eager ... you are to explore this new side of yourself."

Alice blushed, grinning at both. "Well..." she said slowly, looked down at Liz, "then let me thank you for the exhaustive...", then raisig her eyes to Knave, "...and profoundly deep ... introduction!"

Knave grinned back at her, reaching to massage her slippery breasts. "The pleasure was all mine, believe me, dear! I just wish I had come an hour earlier." 

Liz meshed her breasts into the massage with a naughty smile. "Perhaps we should get cleaned up before the last light vanishes." She slithered off Alice and got up to her feet. Alice followed and the three of them rushed back down to the river to wash, all the while fending off Alice's naughty fingers. They went thigh-deep in the water and splashed at each other in loud shrieks and laughs before the girls starting dipping in to wash off each others breasts. Knave looked down on them, enjoying the sight of their shiny breasts dipping in and out of the water, and their playful and uninhibited fingers rubbing them clean. His own fingers soon joined the exercise, which, of course, didn't really help the process. 

They managed to finish eventually and stood up again, huddling closely while the girls were still enjoying Knaves attention on their wet breasts. Alice took hold of his limp penis, inspecting it curiously. It hung down just above the waterline.

"Go on, then, make it hard again!" she challenged Knave with a daring smile, biting her lower lip while disrespectfully flapping his flaccid cock back and forth.

"It doesn't work like that, sweety," Liz grinned, going back into a crouch and guiding Alice's hand to feed her the flaccid cock. She slurped it in, touching his groin with her lips, and Alice saw her cheeks hollow as she commenced sucking on it. Brief bulges in the cheeks revealed her busy tongue as it labored on the still soft appendage. It showed effect immediately and the cock steadily grew in front of Alice's amazed eyes, though much faster in length than in girth. She saw it push Liz's head away from his groin while opening her jaw further. 

Liz pulled her head back for a slurpy kiss on its thick head and admired her work before smiling up to Alice, whose eyes widened when she realized how much of it had been embedded in her throat. Liz blushed lightly. "Old habit," she explained dismissively. "What do you think?"

Instead of responding, Alice quickly turned around, bending forward and bracing herself on her thighs with her ass pushed out at them. With an eager smile she looked back over her shoulder and across her hollowed back, salaciously staring at the magical rod. 

Liz laughed incredulously, shaking her head. "This is unbelievable, you ravenous hot bitch!" She gave Knave a quick glance - he didn't seem to mind. In fact, he was already greedily ogling the puffy and tightly shut lips of her attractive bare slit, invitingly presented to him beneath her immaculate ass cheeks. With a wide open grin she pushed the impressive hard tool against them. They yielded all to easily and she rubbed the tip along the full length of the slit. She was obviously wet again and, as a mellow whimper confirmed, very horny. 

In long and slow strokes she taunted them both, making sure to give her clit a delicious circular tease. Knave watched on with a keen smile as the strokes continued without hurry. But Alice was growing visibly impatient, beginning to grind her hips back at the poking source of pleasure. Liz watched her pussy closely. The inner lips were flush and pulsating. Greedy cunt she thought when she finally centered the head of the cock on it.

Neither of them needed further encouragement. Knave pushed into her as firmly as she pushed back against him. He had himself firmly seated in her within half a stroke, and both cried out passionately as he pressed to stretch her again. Without pause he thrust into her hard a few more times, grabbing her hips for leverage. It was a rough fuck, and in quick succession both gave short lustful grunts that masked the slapping sound of his thighs banging her ass. Liz watched the impacts travel through Alice's body, most visibly sending her breasts bouncing vigorously.

After a dozen strokes Knave grabbed Alice's hair and, as he had done with Liz before, forcefully pulled her head up to his chest. She wailed in response, deeply arching her back to lessen the sudden piercing pain on her scalp. Her arms flew up and she knotted her fingers behind his neck. At the same instant Knave stopped his pounding, fully impaled inside her. He swiftly raised and spread her left leg and, holding her there while firmly grabbing her ass with his other hand, he lifted her off the ground. 

Alice whined in response, feeling her weight shifting onto his strong hands and the rigid pole pressing on her womb. Her arms strained to hold herself up on his neck to relieve her womb from at least some of the painful burden. Instinctively she raised her other leg as well and he slipped his hand up from her ass to hold her firmly in both hands just beneath her knees, which now nicely framed her breasts. 

All the while Liz remained crouched, observing up close in amazement how his impressive thick cock split and stretchede Alice's cunt. Now he was holding her wide open and suspended right before her face. She watched him begin to fuck her again in slow and steady thrusts, penetrating her no less deep but without much of the aggression of just before, and Liz couldn't resist to plant her open mouth squarely on her lover's inviting pussy. Her tongue traced down to the junction where she felt the cock slide inside Alice, past her widely stretched inner lips, while she used her upper lip to tease the now firm and erect clit. A high pitched yelp rewarded her for giving her needy novice this extra sensation. 

While Liz allowed her tongue to generously lap and suck on Alice's sensitive parts, she slid both her hands up her taught belly to grab and knead her friend's idle breasts. Alice didn't last long under this barrage of sensations and soon Liz felt the tremors in her body that announced her climax. She came in loud, defeated cries and Liz's tongue felt the hard contractions of her cunt around the steel hard rod inside her. Moments later she felt the streams of semen rush through the pole. It was a gravely feeling on her tongue, just before she started tasting it after it quickly flooded the deep canal. She eagerly lapped at the cock which was generously coated in cum on each retreat. Both her friends were grunting and moaning mindlessly.

In time they slowed down and she released Alice from her kiss to allow Knave to walk her out of the water and dismount his new conquest before setting her down gently back on her feet. She collapsed immediately to her knees and rolled over to recover from what Liz could only imagine as an insanely intense experience. She kneeled next to her, bedding her head on her thigh and gently stroking her hair. Knave joined them as well, embracing both and giving Liz a deep, sensuous kiss.

Darkness had set in and it was a mild night. They took their time to regain some strength before making it back up to the trunk of the tree where they quickly fell asleep, cuddled closely together upon Liz's cloak which they had wrapped around them to capture the warmth of their naked bodies.