Vanellope climbed over to him, feeling her limbs were light as feathers. She was already moaning just from the feeling of settling on his legs, and she started to push his turquoise jacket off his shoulders. Her skin tingled where he touched her. Cottlin wasted no time in closing his eyes, loving the taste of the sweet sweat on her neck.

"I've been waiting f'you ta come around," Cottlin whispered in her ear, taking her earlobe between his, gently suckling.

"Ah!" she groaned, sliding her legs to either side of his hips and grinding down slightly. Nothing had ever felt this good in her life. She ran her hands up into his hair, and back down his neck and shoulders, squeezing his biceps. "Why didn't you say something?" She glanced to the side and saw Ralph watching with hungry eyes, and a shot of desire went straight to her center. Cottlin gave her a smirk, his tongue poking out playfully.

"I wanted to see how long ya'd last." He grabbed her hoodie and tossed it to Ralph, giving him something to appease his other senses. "Come 'ere, Cherry," Cottlin breathed, pulling the collar of her tank top to rest beneath her breasts, pinning the garment there with his thumbs and giving his softly caressing lips access to the velvety buds that lay there.

Vanellope heard Ralph swear softly behind her, as she thrust her chest forward, keening.

"Lick them," he said, his voice closer. "She likes that." Cottlin's fingers sweetly brushed the back of her neck as he took the very tip of the bud into his mouth again, quickly flicking her soft nipple with his hard pointed tongue.

"YES!" Vanellope cried. She was bouncing on his lap, all too aware of the pressure of his erection against her. Her hand slid under his brown tee shirt, eager to feel the skin there. "Please, more," she begged. "Please!"

Ralph was surprised to find his own skin becoming warmer as he watched, holding her discarded hoodie up to his nose and inhaling her scent, peppermint and vanilla. He hadn't expected to be here for this exactly, but now no one could drag him away. While Cottlin was worshipping her chest, he leaned down and kissed her soundly.

"You like that, sweet girl?" he growled in her ear.

Cottlin's other hand sneaked up the back of her thigh and beneath her skirt, grabbing at her soft rear before giving it a sound slap. She jerked back suddenly at the impact and yelped, feeling his teeth catching on her nipple and pulling just the tiniest bit too hard, but she found herself that much more sensitive for it.

"Off," she said breathlessly, pulling at Cottlin's shirt even as she felt Ralph pull back slightly so he could get a better view. Cottlin threw his t-shirt over his head, leaning back so he wouldn't bump into her. When he could see her again he smiled and bumped his hips up against hers.

"Havin' fun?" he asked. She didn't answer immediately, but splayed her fingers over his chest, feeling his soft skin and the muscle under it.

"Fun is right!" She mimicked his movement, pulling off her own shirt, then pushed him down on the bed, kissing down his chest until she came to his waist, her fingers fumbling with his fly. While she was working, she felt Ralph clumsily trying to remove her tights from behind, his fingers just too big to manage it easily. She couldn't wait, was pushing probably too fast for the main event, but she couldn't help her impatience. Cottlin helped her by sliding out of his pants once undone, and simultaneously his boxers.

"Y'gonna suck me?" he asked, a hint of true curiosity underlying the coy smarm of his tone. It was something she'd never done before. Ralph had always been the one to use his mouth on her, almost as if he was afraid of letting her do anything for him. But seeing Cottlin's shaft standing proudly before her, she thought she'd like to try.

"Do it. Please." Ralph's voice came from her side, and she looked into his eyes as he stared at her mouth, desire flaring in his face. She didn't hesitate any longer and, bracing one hand on his hip, she leaned down to gently lick the small pearl of fluid from the tip of his member.

"Not bad," she mused. She wrapped her lips around the head, looking up into Cottlin's eyes as she did.

"Doin' good, Cherry," murmured Cottlin, his voice just a touch breathless.

She started to try to take it all in, but he bumped the back of her throat before she could, and she pulled back, managing not to gag. Deciding to take a different route, she wrapped one small hand around the base and started licking and sucking the upper half. Just the act itself was so deliciously erotic and sensual that after a moment she was thrusting her hips forward in time with her motions, whimpering around him.

Cottlin moaned as she worshiped him, his hips tilting upward to greet her warm, inviting throat. His eyes were closed tight, hand limp on the back of her neck, yet still encouraging with gentle touches.

The possessive part of Ralph's mind wanted to balk at what was happening, but it was completely shut off by the part that wanted to see what Vanellope and Cottlin did next. He tossed the tights he'd managed to remove away, along with the panties that he had accidentally removed as well, and slid Vanellope's skirt up over her rump. He pushed one finger between her legs, giving her something to grind on, and in a matter of seconds she was shuddering, still trying to suck on Cottlin the whole time. "You look amazing," he told her earnestly.

"I'll say," Cottlin agreed, moaning again. "Ralph, what's she taste like?" he asked, actively sliding his cock up into her mouth.

Unable to help himself, the giant leaned in and licked her from behind, his chest rumbling. "Like the sweetest candy you've ever tasted," he said huskily, listening to Vanellope mewling as she recovered.

"Can't wait to taste myself," Cottlin sighed, "If ya don't mind, that is?"

"Please do," was all he could get out. Vanellope, not sated by her first orgasm, gave Cottlin's shaft a final pull with her lips before sliding back up his body to kiss him lightly, languidly.

"Let me taste ya, Cherry," he whispered, cupping her cheek as he said so. When she turned away, straddling his shoulders to give him access, he gave a wanton sigh, hands rising up to hold her round rump. "I can't believe you've had this all to yourself, Ralph," Cottlin whined jealously, parting Vanellope's labia to look at her soft pink folds. "I mean... look at this beautiful pussy," he sighed hungrily, reaching up to stuff his mouth with her, muffling his small whine.

Ralph leaned forward to swallow her small sounds, dipping his tongue between her lips and feeling her shaking with need. Vanellope, overly sensitive now, was quick to come again, hot tears forming behind her eyes as she wailed, only supported by Ralph's arms. As she calmed again, Ralph gently let her down and repositioned himself to be able to see what Cottlin was doing. "Can you put your fingers inside her?" he asked, unabashedly unhooking his overall strap so he had access to his own arousal.

Cottlin grinned evilly, lifting a hand without hesitation. He spread Vanellope's lips again, pressing his middle finger into her. "Ralph. Oh man... She is so tight," sighed Cottlin, adding his index finger to the mix and pushing in until his hand cupped her hot sex.

"Oh, God," Vanellope exclaimed, dropping her head and breathing heavily. She'd never had anything inside her before, and the sensation was intense.

"Yessss. Now, curl your fingers just a bit and drag them back out," Ralph ordered desperately, watching Vanellope pushing back against the invading digits to take them all the way in. "Just like that."

Cottlin pushed his fingers harder against her innocence reaching as far as he could, even indenting her pretty pink lips with the pressure. He wiggled his fingers deep inside her before obeying Ralph and curling them, dragging them out slowly and remaining wary of fingernails. Vanellope felt her pussy clenching as he dragged his fingers back out, the pleasure of this small penetration so intense she thought she might faint. From where she was, she could still reach Cottlin's shaft, so she licked it a little more, needing the oral stimulation.

"Please, please, please," she chanted between licks, pressing her eyes shut as she was invaded. Ralph was breathing hard too, imagining how wonderful it would be to have his own fingers wrapped up in all that tight heat.

"Cottlin, can you make her come again, with your fingers in her?" he begged, desperate.

Cottlin grinned. "Come on Big-Daddy, I thought you were gonna make this challenging." Cottlin slid the whole length of his fingers back into her, slipping the arched digits back out when she had swallowed them whole. He began to pick up a pace that was slow at first, then rapidly sped up, giving Vanellope almost no time to adjust or prepare.

The punishing pace Cottlin's fingers set on had her rocking back and forth over him, and she arched her back as he pushed her over the edge again. In her ecstasy, she actually yelled out "Cottlin!" Ralph was not fazed by this thought, his hand pumping his erection. He watched her roll over, coming to lie on her side next to the blue haired boy. She was limp, her hair damp with sweat on the edges, but still she whined, "More..." kissing his neck.

"Fuck it," he panted and rolled atop her in frenzy, eager to claim her for the first time, but paused. Her hazel gaze captured his own, hypnotizing him with her dilated pupils, the green accentuated by the reddened whites. Pausing to brush her sweaty bangs from her face he whispered, "Dis is going to hurt, but only for a little while. And den you'll feel good." He leaned down to kiss her, continuing, "You'll feel so good." And with those gentle words Cottlin prepped the tip of his hardened cock at her entrance, pushing in one slow inch at a time.

"AH!" she cried, gripping his upper arms hard to keep from trying to pull away. She grimaced, keeping her legs wrapped tightly around his upper thighs, and when he was fully seated inside her, she felt him lightly kissing her eyelids. When she opened them, she found Cottlin watching her, then looked to the side and saw Ralph staring at her, a look of rapture on his face.

He kissed her lightly. "You okay? How does it feel?"

The pain was slowly receding, she realized. "It hurts, but it's nice too," she admitted, shifting her hips experimentally. Cottlin barely managed to stay still with her tight heat all around him. "You're really a virgin, aren'cha?" he panted.

"Well, a'doi!" she said, rolling her eyes a little and smiling. "Who was going to sleep with me when I was just a glitch? And after..." She looked lovingly at Ralph, filled with gratitude for him. Turning her attention back to Cottlin, she moved her hips again, liking the sensation a lot more this time. "You feel huge," she said breathlessly.

He laughed. "T'anks, I been told dat." He slowly pulled out of her and slipped back in experimentally, his eyes never leaving her face. It was all about her at this point, and he wanted to make sure her first time was heavenly. Vanellope was starting to really crave the feeling of him moving in and out of her, and she groaned as he really moved for the first time. She moved her arms down as he moved again, gripping the comforter she was lying on top of, and noticed Ralph's intense stare as he watched where they were joined, his hand moving in time with Cottlin's thrusts into her.

His eyes met hers. "You like having a cock inside you?" he asked roughly.

"Yes," she panted out, getting more excited by the minute.

Ralph's eyes darkened. "Hook her legs over your shoulders," he said quietly, making eye contact with Cottlin. "And push in as deep as you can go."

Cottlin glanced at him, smiling deviously. He took Vanellope's ankles and did just as Ralph said, placing her legs up against his chest, grabbing her hips and stuffing himself inside her. He could feel the soft skin of her rear on his own skin, and the feeling made him groan. "Oh, cherry," he whispered, his eyes rolled shut. Vanellope moaned at the feeling of being touched in places no one had ever touched before, feeling so full she thought she might burst. Her fingers scrabbled at the bed sheets as she moaned, clutching them desperately so she could bear the pleasure.

Thinking of his secret fantasies, Ralph touched her tiny hand, realizing this might be the closest he could come. "Go slow," he asked, watching as Cottlin followed his instructions. "Let her feel all of it."

"Nnah.."

"Then go fast," Ralph growled, his own shaft pulsing jealously. "Just fuck her, hard."

Vanellope was senseless to most of their conversation, concentrating on all the newness. She tried to thrust to meet Cottlin when he ground against her, but found that their position left him in control of that.

Cottlin took a moment to catch his breath, taking the opportunity to lock eyes with Vanellope's, his gentle eyes telling her to prepare. He began slow, allowing her to stay comfortable with him inside her. Slowly he sped up; the quicker his hips moved the higher her voice became, turning from a soft, gentle groan to high pitched squealing, matched by Cottlin's rhythmic grunts. She was seeing stars, the force of his thrusts causing her to bounce against the shortcake mattress. She lifted her hands to pull at the rosy buds on her chest, and within moments she was screaming, her back arching off the bed as her body exploded.

"Oh, God... Oh, God..." she said over and over as she calmed.

Ralph's lips covered her own, kissing her gently as she felt Cottlin continuing to move.

"You know," Cottlin smiled, "You guys are kinda cute together."

Instead of feeling self-conscious or feeling as though Cottlin was making fun, as such a comment would have normally made him feel, Ralph felt a surge of appreciation for the boy. Vanellope was starting to still, and examining the two of them, Ralph's mind returned to something else he'd always wanted to try. "Do you think you could...er... try a different position?"

Cottlin looked up at him before he slowly pulled out of Vanellope with a regretful sigh. "Like what?" he asked, idly stroking himself as he sat back, allowing Vanellope to relax, if only for a moment.

He should just say it, he knew that; but despite all the things they had shared so far, Ralph was too embarrassed to say it out loud. Instead, he gently lifted Vanellope and flipped her onto her stomach.

The girl immediately lifted her bottom into the air, acting on some kind of instinct, and turned her head to grin at Ralph. "I don't know how much more of this I can take, guys," she said wearily, but she was smiling, so they wouldn't take her too seriously.

"I do," Cottlin smirke as he leaned over to kiss at her shoulder.

"Can you just... Please fuck her like this? Please..." Now that he was so close to seeing it happen, he couldn't wait, and Vanellope groaned in agreement as he said it.

"Don't remember the last time somebody begging me to fuck somebody else," Cottlin chuckled, and gripped himself once more, pressing the tip of his shaft against Vanellope's entrance. After short motion of pushing, Cottlin's head slid into her, forcing from him a small moan. His hands found their way to Vanellope's hips mechanically, gripping tightly to her skin as he buried himself inside her.

"Oh, yeah," Ralph sighed, watching Cottlin's length sinking inside her.

Vanellope's reaction was a high-pitched whine and she immediately pushed herself back and forth, unable to wait for Cottlin to start on his own. In this position, Vanellope could stare up into Ralph's face as they moved, and it was easy to pretend it was him doing this to her.

Cottlin laughed as he watched her. "Can't wait for that cock, huh?" he asked, holding her hips more securely to fuck her faster, a small smirk growing on his lips.

A small cry left her as she felt him hitting something inside her, her toes curling. "It feels so good," she whimpered, biting her bottom lip.

"Yeah, you love it," Ralph said darkly, relishing the small slapping sounds of their hips meeting. He couldn't believe how much Vanellope seemed to enjoy this, especially her first time.

At her words Cottlin groaned, his hips moving even faster now to her growing pleasure. Vanellope's body jolted beneath him with every press of his hips, her small cries doing nothing but egging him on. "God," he groaned, feeling himself filling with ecstasy. Vanellope shuddered one more time, tears leaking down her face as she held a pillow against her mouth, squealing into it. She felt her pussy milking Cottlin's length, the intense fullness stretching out the sensations.

"Fuck, Vanellope," Cottlin moaned, leaning over her with one hand on the mattress now, using his other hand to pull her back onto his cock. When he slammed back into her the pressure set off another climax and Vanellope shrieked, glitching as her back arched so she could push harder against him.

All of it was getting to be just too much for Ralph to bear. There was so much more he wanted to see and do, but the need for release was so great. His restraint at it's limit, he moved to kneel on the floor in front of Vanellope, the head of his shaft hovering in front of her face. As tired and wrung out as she doubtlessly must be, she immediately wrapped her hands as far around it as she could and began lapping up the liquid that was leaking out.

Behind her, Cottlin stopped the assault on her pussy, panting heavily. "Wanna take the wheel, Big Daddy?" He asked Ralph.

He eyed his size and Cottlin's. The boy was well endowed at least, but still much smaller, though he doubtlessly opened her up somewhat. It was so tempting. Ralph watched as Vanellope looked up, the same desperate look in her eyes. "You can... if you want." It sounded less like permission and more like a plea as she stroked her fingers up and down his length, appreciating the silky skin.

"Yeah," Cottlin sighed, plopping back onto Vanellope's cake bed to languorously stroke himself, his little chest heavily rising and falling. "Go ahead..."

With great trepidation, Ralph moved behind her. Looking at her, spread out pink and wet for him, so trusting, made him tremble. He kneeled on the floor, pulling her back to the edge of the bed so they were lined up, and slowly pressed inside. "Ungh!" Her head dropped to the mattress as she tried to spread her legs wider to accommodate him, her eyes squeezed together.

When he was partially inside her, Ralph stopped, stroking her back with one huge finger. "Okay?" he grated out, holding himself in check.

"Yes." Her breath was coming in little pants as she tried to control herself. "Oh God." She felt like he was ripping her in two, but she trusted that she would adjust. Cottlin's expression was one of shock, unable to believe that such a tiny girl could fit a man as large as Ralph. The wrecker pulled back out and pushed back in, going just a bit further. He didn't see how she could take much more, but he felt her pushing back another inch on him as he fought to be gentle.

"Vanellope..." he groaned. "You're so tight, so hot..." He gave her a few more moments to adjust, then pulled her upright so her back was against him. "Do you want to come around her front here and play a little?" he asked Cottlin hopefully as Vanellope moaned.

"Uhh..." Cottlin paused, not sure what to do, but as he looked at Vanellope stuck on Ralph's cock, unable to move, his uncertainty wavered.

Ralph panted, supporting Vanellope delicately and moving in and out slowly. "I mean, touch her so it's more enjoyable please," he asked, before looking down. "Do you want me to stop?" he asked her, unsure if he could even comply if she did.

"No, I'm fine," she groaned, her fists clenching and unclenching. "You're just so big... Guess I knew that."

Cottlin's eyes took on an understanding light, a sly smirk breaking his air of innocence. "Looks tasty." Immediately Cottlin's tongue found Vanellope's breast, circling the pink pointed pink before taking it between his lips. The way Vanellope suddenly jerked did interesting things to Ralph and he grunted, still moving slowly. He watched her relax back a little as Cottlin fondled her small breasts, and some of his worry left him. The combined sensations of Ralph's huge length within her and Cottlin's suckling on her nipples were blissful to her. One hand threaded itself into the soft candy-blue hair before her, pulling him closer. "It's good," she whimpered. "It's hurts but I like it."

Cottlin quietly moaned on her chest, licking her nipple up against his teeth, giving her that sweet pain. Vanellope writhed as she felt his teeth scraping along her overly-sensitive flesh, her legs beginning to tremble. "Harder," she asked, not even sure which of them she was talking too.

With all the willpower he had left, Ralph began to increase his pace just a little, groaning in as he watched Cottlin working on her chest. "I'm gonna fill you up with my cum," he promised, his voice gruff. "And you're gonna take it all, aren't you?"

"Fuck, yes!" she wailed back.

"Every drop?" Cottlin asked, sucking hard on her breast as he fondled the other, pinching her nipple between his forefinger and thumb.

"Yes, yes!" She cried out again, incoherent as she shuddered. She reached back to pull on Ralph's shirt as they drove her over the edge.

"Then take it," the little racer boy sighed, biting hard on the side of her neck. Hearing those words from Cottlin, it was finally all too much for Ralph to take, and he thrust up into her tight opening one more time. His essence pulsed hot and thick into her, spilling out around where they were joined. The feeling of it caused her to shiver again as Cottlin was still availing himself of her sweet nipples.

"How's it feel, sugar?" Cottlin suavely asked, still suckling on her neck.

"So good... Ah!" She was so keyed up his words threatened to drive her over the edge again. Ralph grunted in time with his breaths as he let her orgasms squeeze every last bit of pleasure from him. When he regained some of his senses, he pulled out of her gently and collapsed onto the bed on his back, legs hanging off the edge.

Cottlin stared at the puddle Ralph left behind, eyes wide and cheeks blazing. "Damn."

Ralph was far too relaxed and happy to be embarrassed, so he just chuckled instead. "I'm a big guy," he said. He pulled Vanellope over onto his chest, kissing her slowly. "You are amazing," he whispered. She mewled against his mouth, still rubbing herself against his chest.

"I'm not done yet," she complained.

Cottlin considered her words for a moment, then threw his arms up and grinned. "Somebody say my name?"

Vanellope turned to Cottlin. "Oh, yes, please," she crooned crawling back toward him. She leaped on to him, giggling.

Ralph rolled onto his side to see what they were up too.

Cottlin laughed, hugging Vanellope tightly to him. "Even after Ralph?" He asked.

"Yes, please, just a little more," she pleaded, straddling him and guiding his hard shaft inside her passage, still slick with Ralph's seed and her own cum. It was less intense, but she felt free to bounce up and down on him, her tiny breasts bouncing.

Cottlin gasped, swiftly taking hold of her hips and encouraging her body. "Oh Gooood," Cottlin groaned.

Ralph watched Vanellope and Cottlin enjoying each other happily. She leaned back bracing her hands on his upper thighs do get the most depth, her body shaking as she worked herself towards another climax on his cock.

Cottlin was speechless. He'd never seen a more beautiful or arousing sight in all his life. She was enough of a spectacle to distract him for a long moment, making him forget that she was riding him. Once that reminder set off his daydream his grip on her waist tightened, pulling her down and holding still as he thrust up into her.

The pressure on her waist made her fall forward, and she braced herself on the mattress, grinding down hard. "Cottlin," she groaned, her voice catching on the last syllable. She ducked her head to lick his collarbone.

A rosey hue began to touch Cottlin's cheeks, his brow furrowing over tightly shut eyes. He was whimpering on every breath he took; his hands clutched her to his body. Their skin was developing a thin sheen of sweat, acting as fuel to the fire raging in his belly.

Vanellope noticed the change and leaned forward, whispering, "Come on, your turn now." She pumped her hips faster, watching his face.

His hands slipped into claws, curling them in to drag his nails over her rump. He whimpered, desperate for relief.

With a quiet whine and a jerk of her hips, she whispered, "What do you need?"

"I wanna cum," he whined, eyes screwing shut.

Feeling a large hand on her back, Vanellope turned to see that Ralph had rolled over on his stomach, and was watching them closely. "I'd like to see that," he admitted, a little self-conscious.

"Pervert," Cottlin smiled.

"You were the one suggesting a show," Ralph protested, but he laughed as he said it. "Come on, Van," he added dreamily, alternatingly stroking her soft skin and Cottlin's, completely at ease, "Make him beg for it."

Vanellope leaned forward to get leverage, one hand on the mattress and one on his shoulder, and started to move in earnest. Her hips whipped over him, faster and faster, and she felt Ralph's hand urging her on as she stared into the other racer's face. She felt her own desire flare, making her gasp and whine as she moved, realizing her own power as she drove them both toward completion.

Cottlin's smile was interrupted by Vanellope's gusto, a desperate cry tearing from his throat. "Ahh! Cherry, I-I'm close!"

Vanellope moaned again, stroking her hands up and down Cottlin's naked chest. The thought that the boy would be coming inside her, because of her, was enough to drive her to one final crest. She fought the urge to seize up, continuing to move over him as she quivered and wailed.

Cottlin gripped hard to Vanellope's waist, his long, tenor keen bouncing of the surfaces of the volcano around them. "Fuck, baby! I'm comin'!" At the very last instant Cottlin pulled out of her, furiously stroking the head as cum pulsed between his fingers. His legs bent upward at the knees, the muscles shivering alternately at the dopamine sending shockwaves through his body, powering his orgasm on. Slowly he shivered his way back down from his climax, his body going limp under Vanellope's. His cum littered hand flopped lazily onto the bed, the white, thick cream dripping down his fingers to pool in his palm.

Seeing Cottlin in ecstasy, Vanellope dropped her hand, fingering herself to a final climax as she hovered over him on her knees. She was too exhausted to do much but whimper as her thighs quaked, feeling a little of her own juices dripping out.


First Lemon rated scene. Tell me what you guys think; hope it wasn't too much!