Pairing: Karley

Rating: Mature

Summary: Marley was born with a penis, and it doesn't help that she gets erections whenever she looked at the Blonde mischievous Cheerleader. What would happen if Kitty corners her in the locker room one day, and give her an earth shattering sensation? G!P.

Warning: Language, Smut, G!P

A/N: this is my first smut fan fiction so leave honest reviews, Enjoy! (This is a One shot so I wont be contining.)

Disclaimer: I don't own glee. Sadly.

Kitty got to school on time as usual and went straight to her locker to grab her books. On her way, she passed Marley who was dressed extra provocative that day. Marley caught her staring and Kitty recovered with, "You really don't have the legs for skirts. Remember what I told you." She holds up her two fingers, but all she was thinking about was where she wanted to put those fingers.

Marley walked to school, early as usual, so she could help her mom prep, afterwards she made her way to her locker, grabbing a few books, glancing over her shoulder to see the blonde right there, and she walked along with the blonde, her panties were getting a tad tighter, and she asked herself the same question over and over, why a skirt, she looked over at Kitty with a smug look on her face, "Yeah, I know..."

"Oh, it's okay. I'm just looking out for you." Kitty notice a slight bulge on Marley's skirt and it took her a while to figure it out. Once she did she smirked to herself. The bell rang and halls quickly cleared. She turned to face the brunette and got closer to her. "Besides.." She whispered. "Skirts doesn't really help your situation." Her hand rubs down Marley's skirt and over her bulge.

Marley bit her lower lip inhaling sharply, she needed to change out of her skirt and into a pair if boxers and basket ball shorts, pronto, she was still kind if confused on how the blonde knew about her condition.

Kitty smirked and rolled her eyes. "Come on, I have some pants you can borrow in my gym locker." Kitty lead her to the locker room without another word.

Marley nodded with a raised eyebrow, her backpack being used to cover her growing bulge that wasn't going away any time soon, "U-Um... Thanks."

"Whateva." She unlocked her locker and tossed the brunette the pants and watched her with a smile on her face.

The brunette turned around slowly after catching the shorts, grabbing a pair of boxers from her backpack, thank god she thought ahead, and she began to change from the skirt and panties to the shorts and boxers, "Thanks again..." She mumbled tucking her things back into her backpack.

Kitty rolled her eyes then finally cornered Marley against a locker. "Look, as weird as this may be you are even more of a turn on then you already were. I didn't bring you here to play dress up. I brought you her to do a little undressing."

Marley gulped thickly, she felt herself get so hard it almost ached, she gave a small whimper looking at Kitty, "I'm a Virgin though..." She glanced into the blondes eyes they were very persuading the way the light bounced off if them.

"And if you pass this up you always will be." Kitty had enough of talking her into it. She quickly groped Marley's member and got close to her neck. "You know you want to" she whispered.

Marley whimpered lightly, throwing her head back against the locker, she had never really been touched before, hell she never really touched herself so Kitty's had was enough to make her cum but she needed to hold off, "I d-do."

"But you're gonna have to agree to do whatever I say. If this gonna work then when I say pants off, pants are off. Got it?" Kitty smirked and slowly started unzipping Marley's pants.

Marley nodded slightly keeping her eyes closed, she bit her lower lip slightly, stifling a moan, "I got it..." She groaned slightly, helping the blonde get her pants off, leave her in her boxer shorts, with a really awkward erection.

"Great, now let me show you the joy of having one of these bad boys." Kitty smiled, devilishly and pulled down the brunette's boxers and gets on her knees.

Marley watched Kitty contently licking her lips slightly, she felt as if she was just going to blow, but she couldn't, she didn't want to scare kitty away.

Kitty kissed the tip of Marley's member wrapped her lips around it as her tongue licked it up and down.

Marley gave a small whimper as the blondes mouth wrapped shamefully around her length, she thrusted her hips sightly biting her lower lip hard.

Kitty smirked then shoved the member in deeper down her throat and started sucking hard.

Marley moaned sharply, inhaling deeply, "Mmm..." She hummed slightly, her hand finding a place on the back of the girls head.

She swallowed around her, sucking in her cheeks. She finally had the full member in her mouth and was sucking, vigorously.

Marley gripped the golden locks, giving a throatful moan, "Oh, God I'm going to." She mumbled softly tossing her head back holding herself back a little bit.

"Let go.." Kitty mumbled, making the brunette's vibrate then she continued sucking.

Marley let go of Kitty's hair, using her hands to grip the lockers, giving a small whimper.

She pulled out and looked up at her. "Not of my hair. I mean, cum." She went back to sucking then sucked in one big, hard last time. Marley nodded slightly, before letting her load go, feeling relieved after she finished letting go, breathing sharply.

Kitty lapped up all the cum then stood up. "You're not done." Kitty undressed quickly, becoming bare naked then helped Marley with her shirt.

Marley watched kitty felling herself become hard again and now it pained because if the sight in front if her.

Kitty backed up into a wall with a smirk and inched Marley to come with her finger. "Come and get me."

This was going to be an exciting day for Marley.