If one listened close, one could make out the faint pitter-patter of paws upon the floor, as a stark black kitten wandered around the cozy room of Roxy Lalonde. Of course, this sound was mostly masked by moaning - a moaning that grew with volume and intensity, urgency and desperation…

The moans escaped from Roxy's parted lips. There was no use in staying quiet and keeping them all in. She was a girl who knew how to treat herself, and was very vocal when she did so. Her soft fingers swirled around in little circles as she rubbed her clitoris, one hand between her legs and another hand groping her own bare breast.

The black kitten had taken to ignoring Roxy of course, making itself content with its own grooming, lapping at its paw to do so. Clearly, Roxy Lalonde was busying herself with a different kind of pussy.

Suddenly, a particularly loud yell had startled the cat, causing it to scamper away while its owner rocked and shook in her own bed, caught in the throes of a powerful orgasm.

"AH!" screamed Roxy, "Fuuuuck yessss…~"

She arched her back, keeping her skilled hand between her legs, moaning and shuddering with absolute delight. Her labored breathing slowed down, and it didn't take long for Roxy to slump backwards against her bed, chest heaving gently along with her steady breaths.

A sigh of pleasure escaped her mouth, as Roxy slipped into a wondrous afterglow, head nestled against her pillow. As usual, it had been a pleasant masturbation session.

Yet seconds turned to minutes as Roxy began to feel as though something was off. Could it be loneliness? No, nothing of the sort. At least, not in a general context.

She sat up and spoke aloud to herself, in a clearly frustrated tone.

"Why the hell am I jilling off alone?" she asked. "I'm an eligible bachelorette, dammit!"

She slaps her pillow, as if it was the pillow's fault she wasn't getting better action. Take that, pillow. Yet as down feathers received the brunt of Roxy's sexual frustration, her thoughts ran to her friends.

True, she's certainly fantasized about them before. Who hasn't fantasized about getting down and dirty with their friends? Lalonde had once even had a toe-curling orgasm as she imagined her dear friend Dirk Strider holding her down and…

Roxy pouted. No, that simply wouldn't do. Dirk and Jake were in a relationship, last she recalled. Immediately, Strider and English were cut from the equation. All that remained was Roxy's dearest friend Jane Crocker, but prior conversations had led Roxy to believe that Jane strongly preferred men. Yet this wouldn't deter Roxy by a long shot.

"Wonder if that'd work out," mumbled Roxy. "I bet if I could magically grow a dick, I'd show her the best night of her-"

Roxy's eyes shot open as she experienced her eureka moment. Indeed, she had an idea so devilishly lewd that she simply had to act upon it. It was a big plan. A big, thick, throbbing plan. And it was a plan that Roxy could hardly wait to get into motion.


Roxy had mentally thanked Jane for giving her a spare key to her house, to be used whenever the girl wanted. Jane and Roxy were close, and Lalonde figured that the two would get even closer by the end of the evening. She blushed at the thought of what she was about to do, peeking around the corner and into the kitchen.

There was Jane in the process of baking as usual. Crocker was stirring a big wooden spoon in a bowl, too distracted to notice Roxy come up behind her and give her body a sensual groping. Before Jane could utter a word, Roxy's hands were acquainting themselves with Jane's breast and rump, respectively.

"Wha?! Roxy!" yelled the flustered girl, face already tinged a slight red from embarrassment.

"Heeeey Janey!" said Roxy, smiling widely as her arousal rose, "I was thinkin' you and me could have some alone time!" As she said this, Roxy made sure to fondle and feel her friend up, squeezing Jane's ass with one hand and caressing her breast with the other.

Jane shuddered under Roxy's touch. Hesitation slowly melted away, replaced with arousal. A sudden moan escaped Jane's mouth as Roxy pinched her nipple.

"Ah! Golly Roxy, I'm not so sure about this…" said Jane, face flushed red from embarrassment and arousal. Roxy snickered quietly, rubbing her cheek against Jane's with great affection and playfulness.

"Aww, Janey! I understand! Just think it over. I'll wait right…" And with a little hop, Roxy sat herself down on the kitchen table. "...up here!"

Jane's eyes widened further at the sight of the bulge in Roxy's panties, very visible underneath Lalonde's skirt. Embarrassment led way to incredulity. Jane crossed her arms, looking somewhere between amused and curious. The crude question left her mouth without much thought.

"Voidy power dicks? Really?"

"Don't be jealous, Janey," teased Roxy, stifling a giggle. It was clearly Crocker's move in this situation. Roxy could only imagine how Jane would react. And luckily, she reacted just as she hoped she would. Jane grabbed Roxy's hand, and it didn't take long before she led Roxy down to her bedroom.

"Alright, but not in my kitchen. Come on!"


"My, how sudden! What's gotten into you, Roxy?" asked Jane. She always loved to be comfortable in her own room, and she certainly felt comfortable around her dear friend Roxy. Of course Crocker would strip down to her bra and panties, far too amused about the circumstances to consider anything more.

She would be lying if she said she had never once fantasized about spending "quality time" with Roxy, but with this thick new development between Roxy's legs, Jane knew that things were about to get interesting.

"You should be asking what's gonna get into you!" joked Roxy, pulling her panties to the side. Her new cock was definitely unable to be hidden by the flimsy article of clothing.

"But seriously, don't you think that you overdid it a little?" asked Jane, nonetheless getting on her knees and scooting right up to Roxy's cock. It was thick, veiny, and throbbed gently, radiating a faint heat that Jane could feel on her face from this proximity. The stiff length practically begged for attention…

"Don't chicken out now, girl!" said Roxy, just as Jane reached out and grabbed the cock in front of her. The curious girl moved her hand up and down at first, feeling the length twitch softly in her grasp. She stroked it at a steady pace, listening to Roxy breathe out and sigh with pleasure at the sensation.

"How does that feel?" asked Jane, looking up at Roxy while she stroked the girl's cock, getting a nice rhythm going.

"Gooood… So good…" said Roxy with a pleasant sigh, biting her lip a bit at the feeling. Thank goodness for void powers. Roxy never imagined it would feel this good...

Getting right to work, Jane slid her warm and wet tongue over the head of Roxy's cock, giving it a taste. "Aahhh…~"

"Oooh yeah, Jane…" moaned Roxy, biting her lip at the sight of her longtime friend, lips wrapped firmly around her cock. It was an immensely pleasurable sight for Lalonde, who resisted the urge to thrust right then and there. She wanted Jane to be comfortable with everything, of course.

But goodness gracious, it was a hard urge to resist.

Another moan slipped from Roxy's lips as Jane kept hers around Roxy's cock, sucking and slurping at Lalonde's shaft with increasing affection and arousal and fascination. Jane kept her eyes right on Roxy, taking pride in the facial expressions and sounds Roxy was giving.

Jane silently pledged to do as best she could, moving her head back and forth as she took more of Roxy's length into her mouth, feeling the cock throb gently between her lips. She loved its warmth, its rigidity…

In no time, Jane snaked a hand down between her legs, teasing her entrance with her delicate fingers. Her other hand held Roxy's cock firmly mouth continuing to tease the shaft as she played with herself. "Mmmmmm…"

"Ahh, fuck… Ah, oh god, Jane!" Roxy moaned, eyes fluttering closed from the pleasure she felt. It was getting to be harder and harder to resist the urge to start pumping deep into Jane's mouth. In a short time, Roxy could hold back no longer.

She raked her fingers through Jane's short, black hair, and held her head firmly. "S-Sorry about this, Janey!"

"Mmm?" Jane blinked in slight confusion, but it soon became clear why Roxy had apologized. All of a sudden, Roxy had jerked her hips forward, stuffing Jane's mouth and throat full of her warm and throbbing, giving Jane quite the surprise.

"GLK~!" Crocker gagged, eyes wide with surprise at Lalonde's action. She felt Roxy grip her hair firmly for leverage, she felt Roxy's balls slap against her chin… Yet above all else, Jane felt an insurmountable feeling of warmth and affection. Of pure, unadulterated pleasure. She not only loved to be used in this fashion, but craved it.

"Ah!" said Roxy, "Yessss…"

She panted and moaned as she thrust back and forth, facefucking Jane with vim and vigor, listening to the sounds of her best friend gag and choke and suck and slurp, desperately trying to keep up. Saliva dribbled down Jane's chin as her wet sounds filled the room. She moaned, mouth stuffed full of Roxy's thick dick. As Roxy's thrusts picked up in rhythm and as her moans rose in volume and frequency, Jane knew for certain that Lalonde was close.

A sudden grunt had signaled her first orgasm, as Roxy came down Jane's throat, filling the girl's mouth with her hot and gooey spunk. Jane, unable to gasp, could show her surprise only through her eyes and raised brows, as she worked on sucking and swallowing down the load that Roxy had so generously provided her. It came out in spurts, again and again, as Roxy's cock twitched and throbbed between Jane's plump lips.

"Ahhh! Ohhhh yessss~!" moaned Roxy, slipping deep into her orgasm as she pumped all of her cum into Jane's mouth, essentially feeding Crocker what she so craved. Jane relished the sensation: the twitching, the sticky warmth on her tongue, the scent of Roxy's musk…

Yet all good things come to an end, and Roxy eventually had to pull out from Jane's mouth to give the girl a chance to breathe. A trail of spit and cum connected Jane's lips to the tip of Roxy's cock, as Crocker panted and gasped for breath, cheeks flush red from arousal.

"Phew… Oh my stars…" said Jane between short gasps, "That was… Mmm…" Her head was clouded with lust and desire. She was dripping wet, and she was ready for more, just as Roxy surely was. A sudden feeling of meekness caused Jane to clean her mouth and chin, wiping away the saliva and cum that had stained it.

Ever the eager girl, Roxy had helped Jane settle into bed, giving the girl a curt shove so she fell onto her back, bare and exposed for Lalonde. "Time for the main event, Janey!" Jane, who was just as ready as Roxy, stayed on her back and rubbed idly at her pussy lips, waiting for her dear friend's entry. And Roxy would certainly give Jane what she wanted.

It didn't take long for Roxy to slide deep into Jane's pussy, pumping her hips back and forth to fuck Jane against the bedsheets. They moaned, they cursed, and they held each other close, as Roxy moved her hips back and forth to thrust in and out of Jane's entrance.

Jane was a snug fit, yet her arousal made things significantly easier. A wet, slapping sound was audible throughout the room, every thrust from Roxy met with a loose slap and squelch from their actions. And before long, a creak from the bed beneath them only added to the music they were making together. Every moan, every gasp, every squelch, every creak… It added up to create a beautiful song of lust; passion.

"Ahhh! Roxyyy!" cried Jane, fat breasts bouncing up and down from the motion of Roxy's hard fucking. "Oh god, yes!"

"Fuck yeah, come on, baby, come on…" urged Roxy, huffing and puffing as she fucked Jane, thick cock throbbing deep inside Jane's pussy, moving in and out like a piston along with Roxy's thrusting hips.

Jane took all that Roxy had to give, and she took it all with a loving smile, arms splayed out above her head as she looked up at Roxy, who gazed back with matching adoration.

Neither lasted very long, as their bodies worked in tandem to please and astound the other; to fill the other with warmth, excitement… Beads of sweat dotted their lust-filled bodies, as Roxy and Jane came closer and closer to the edge, until finally…

"AH! Roxy, I-I'm cumming!"

"Fffffuck, me too!"

The room echoed back their euphoric screams, Jane and Roxy reaching their peak together, caught in the throes of a wondrous orgasm. Roxy's thick cock throbbed deep inside Jane, filling Crocker with warmth. Sticky, gooey, white warmth. She filled Jane right up, cumming deep inside the other girl as she gasped and moaned from the sensation.

"Oh my GOD~!" cried Jane, body shaking and convulsing as she rode out her powerful climax, shaking and shuddering before Roxy, feeling Roxy just… FILL her to the brim. That's what it felt like to Jane Crocker - being filled full of loving, happy warmness. The feeling and realization of what Roxy was doing was more than enough to keep Jane deep in her climax, oozing and dripping around Roxy's shaft.

Roxy grunted and groaned as she emptied herself out into her best friend, her hips slowing their movements as the last of her cum spurted out of her cock and deeper into Jane's pussy. And with a long, drawn-out sigh of pleasure, Roxy had left her orgasm and slipped into a dreamy afterglow, with Jane following soon afterwards. They panted and breathed heavy, eyeing each other carefully while deep in their fuzzy afterglow.

Suddenly, both Jane and Roxy began to giggle, the former running a hand through her hair as she took a deep breath and let it out. "Oh my god, that was…"

"Fuckin' amazing," said Roxy, reaching out to massage Jane's breasts. Jane nodded firmly.

"More than amazing, really… Phew…! Mmm, don't leave…" she begged quietly, keeping her legs wrapped firmly around Roxy's waist.

"I ain't going nowhere, Janey," Roxy promised, keeping herself deep inside Jane with another light giggle escaping her. "I'll keep ya plugged right up!"

And Roxy certainly did, for the long stay she had with dear Jane. The two soon fell asleep in each other's embrace, having formed a stronger relationship with a new favorite activity. After that intimate experience, Roxy had ended up staying the night, and the night after that, and the night after that, and the night after that...