Request for Brutalman69

Pairing: Lifty/Flaky/Shifty

Rating: M

Word: Alleyway

xXx

"Psst." Flaky paused and turned to look down the dark alleyway where she heard the sound come from quickly spotting two pairs of leering green eyes. Well, of course it would be the twins, they had a tendency to hang out in shady areas like an alleyway.

She raised an eyebrow, staring at the two cautiously. "Y-yes?" She stayed on the sidewalk not even chancing a step into the dark alley.

One of them lifted a hand to wave her over. "Come here."

Shifting backwards nervously, Flaky shook her head. "W-why?"

They shared a brief glance before turning back to her with their trademark grins. "We have something you might be interested in."

"W-what is it?" She asked, feet planted firmly to the ground.

Frowns marred their identical faces when she still refused to enter the alleyway. Shifty stuck his hand into his pocket and pulled out an unidentifiable bottle of pills, he held it up for her to see and shook it, letting her hear the various pills clattering around inside. "We've noticed that you're plagued with an overactive mind that always shows you gruesome images that makes you the scared, paranoid woman that you are now.."

Despite herself, Flaky nodded.

"And you hate that don't you?" Lifty asked.

"I-I do," she whispered, staring down at the ground shyly. "B-but what does that have to do with those pills you're showing me?"

"These, my dear," Shifty clenched his fist around the bottle with a growing smirk. "Are the cure to your overactive mind. If you buy this we can guarantee that you'll live a nice, paranoid-free life."

That caught her interest. "R-really? You're n-not lying?" Her large eyes carried a hint of disbelief in them.

"Now why would we lie to you?" Shifty cooed, staring at her mischievously.

"Come here and look at it, if you don't believe us." Lifty baited, grinning wider at the growing curiosity in her crimson eyes.

Flaky nibbled her lip and despite her better reasoning began to walk down the alley to the grinning twins, her want for a normal mind winning out over her rational side.

Stopping in front of them, she held her hands out for the bottle which Shifty automatically handed over. Holding it up to what little light there was, Flaky read the label through squinted eyes 'Calm Mind the remedy for an overactive imagination'. "I-I never knew there was such a thing."

Lifty placed a hand on his hip. "It's a very rare medicine, hardly anyone can get their hands on one."

Bringing it down from the light, the red head held it against her chest. "H-how much for this bottle?"

Green eyes glinted greedily as Shifty leaned over and plucked the bottle out of her hands. "Fifty grand, princess."

"W-what?!" She exclaimed with wide eyes. "I-I don't have that kind of money! Can't you go lower than that?"

"No can do, princess," Shifty refused, shaking his head as he held the bottle out of her reach. "We already explained that this is a very rare medicine. You're gonna have to give up the dough for it."

She pouted and looked to the younger twin for help, deflating when he turned his head away. "Isn't there any other way I can p-pay you guys?"

Flaky felt her stomach drop when they instantly turned to her with sly grins, she had a dreadful feeling that they were waiting for her to ask that.

"Well," Lifty started. "There is one way.."

She stumbled backwards when they suddenly advanced on her, Shifty hid the bottle safely back into his pocket than reached a hand out to tug her closer. "W-what do you want?" She whimpered, graphic images of them cutting her up into little pieces than tossing the fleshy bits into the garbage to rot flashed through her mind.

Seeing her panicked state, they chuckled. "Relax," Shifty stepped behind her and tugged her against his chest. "We don't want to kill you."

Lifty leaned forward and cupped her chin, tugging it up until she looked into his eyes. "We just want to tell you that we'll sell the bottle to you if you pay us," his fingers grazed along her clothed chest, tickling her. "With your lovely body."

If possible, Flaky's eyes widened even further, taking deep heavy breaths. "O-oh no! D-don't tell me that you want to c-cut me up and sell the b-body parts!" She cried, obviously missing what they were going for.

Lifty sighed and grabbed her cheeks, forcing her to look into his eyes until she calmed down. "Looks like I'll have to say this bluntly..what I mean is we'll sell you the medicine if you pay us with sex."

At this Flaky's face flared up to match the color of her hair. "I-I-I can't! I'm a vi-"

"Don't give us that 'I'm a virgin' bullshit," Shifty chuckled, twirling a strand of red hair around his finger. "We know all about that brief affair you had with the war vet before you developed a phobia of him." Lifty growled at the mention of her with Flippy but she paid it no mind.

Flaky could only stand there stiffly, mouth opening and closing as she grappled for words, face resembling the color of a tomato.

"Come on Flaky," Lifty urged. "It's either you agree and leave with a paranoid-free mind-"

"-or you leave here empty handed, suffering with your overactive imagination for the rest of your life. Your choice." Shifty bargained, toying with the bottom of her sweater.

Gnawing on her lip, Flaky stared at ground contemplatively, was the medicine worth it? An image of Flippy and the times they hung out together fear-free passed through her mind. Her lips pursed together as she made up her mind.

"O-ok, I'll do it." She told them, looking up at the younger twin with confident eyes.

He smiled contently, leaning down until his lips were inches away from her own. "Good choice." He breathed, covering the space between them with the gentle press of his lips, his calloused hand moving up to caress her burning cheek.

Shifty with his grin firmly plastered to his face, stopped toying with the end of her sweater and instead slipped his hands under, his softer callous-free hands feeling along the warm skin of her abdomen, enjoying every twitch from his fingers brushing along the sensitive skin.

Rough hands cradled Flaky's burning face as Lifty delved deeply into the moist cavern of her mouth, swiping his tongue tentatively against her unmoving one, tempting her to respond.

The older twin scraped his nails lightly against her belly, causing her to jump with a squeak, her head jerking back in surprise, ripping the locked lips apart.

"Lifty move back," Shifty murmured, tugging her sweater up. "I want to get rid of this frumpy thing."

Obediently, the younger twin backed away, watching with lust-filled eyes as his brother slowly pulled her large sweater up, revealing her rather voluptuous body that was hiding underneath. He bit his lip gazing upon her approvingly, clad in nothing but her black bra and skirt which contrasted wonderfully against her porcelain skin. "Fuck, Flaky. Why would you hide all this under that?" He grumbled, gesturing to her body before pointing to the discarded sweater.

She shrugged timidly, before using her arms to cover her bare middle. Large hands encircled her wrists, tugging them away from her waist. "Now, now princess, there's no sense in trying to hide. We're going to be seeing everything you have to offer pretty soon." Shifty whispered into her ear, feeling the delightful shiver that quaked through her body when his hot breath hit her ear.

Letting go of her wrist, he traced his fingers sensually up her arms, leaving behind a trail of fire everywhere he touched until he reached the clasp of her bra.

Placing a soft kiss on the back of her neck, he let the lacy garment slide down her arms to drop uselessly to the ground. His large hands than ventured around to cup the large mounds, green eyes glancing slyly over her shoulder at his shell shocked twin, who's mouth was hanging open with bright red cheeks. "What's the matter Lifty?" He smirked against her skin. "Don't you want to touch her?"

Shaking his head to snap out of his trance, Lifty gulped and moved forward to join back in. Shifty chuckled and skimmed his hands down Flaky's side until he hooked his index fingers into the stretchy waistband of her short skirt.

Carefully, Lifty reached with shaky hands to cup Flaky's breasts, his face practically matched the color of hers as he squeezed experimentally, forcing a tiny squeak from her. Licking his dry lips, he dipped his head down to kiss her cleavage, picking up on the quiet gasp that escaped her as he continued to gently fondle her.

Shifty chuckled at the nervous people in front of him and tugged Flaky's skirt off until it dropped to pool around her feet on the ground. "Have you ever given head, Flaky?"

The flustered woman turned from the young male practically worshipping her breasts to the one behind her. "N-No."

"Well, there's a first time for everything...get down on your knees." He commanded.

"I-I don't want to." She whimpered, shaking her head in refusal.

"I wasn't asking. Do you want that medicine or not?" She turned away in embarrassment and resigned with a reluctant nod.

"Good. Now Lifty back off again," the younger sibling stopped what he was doing and sent his brother an exasperated look. "Don't worry bro, I'm sure you'll like this." He chuckled.

Curiosity leaked into his expression as he stepped back and watched Shifty press down on Flaky's shoulders until she was squatting in front of him. "Now Flaky, first thing you have to do is reach up and undo his pants," he murmured into her ear, guiding her.

With trembling hands, Flaky reached up to unbutton Lifty's pants before moving on to slowly unzipping it. Lifty gulped loudly, staring down at the red head with wide eyes, he couldn't believe the timid woman was going to do what his brother told her.

"Pull down his pants." Shifty whispered, voice husky with want as he reached around and unexpectedly pinched her rosy buds causing her to fumble with the top of Lifty's pants before pulling it down and freeing his erection from their confinement.

She could only stare openly as it bounced slightly in front of her face. "Go on," Shifty muttered, toying with her chest. "Grab it."

Unable to peel her eyes away, Flaky shakily moved her small hands up and wrapped them around the pulsing member, feeling it twitch at the touch of her hand.

Glancing to the side, Flaky caught the nod that Shifty sent her and began to move her hands up and down the shaft languidly.

"Come on now, princess," Shifty muttered, kneading the globes of flesh in his large hands. "I know you can do better than that. Use your mouth."

She gulped and gazed at the manhood, slipping her tongue over her lips, Flaky leaned onto her knees so she could have a better reach as she tried to mimic what Petunia told her that she did to Handy.

Lifty bit his lip when he felt Flaky's velvety smooth, wet tongue slide along his shaft, starting from the bottom to the top where she slid her tongue along the slit at the very tip.

She then kissed the tip as she opened her mouth slightly and slowly engulfed him in her hot mouth inch by slow inch stopping when he almost touched the back of her throat. Her dainty hands wrapped around whatever her mouth couldn't cover.

She languidly retreated all the way back to the tip before lowering back down. She was actually quite sloppy since it was her first time, moving at a leisure pace and having to pause every couple seconds to keep herself from gagging when he almost hit the back of her throat.

Seeing her struggle, Shifty reached up and rubbed her throat soothingly. "You have to relax your throat, love. Than you won't have such a hard time taking him in, don't think about him hitting the back of your throat and you'll be fine."

Flaky paused and took a deep breath through her nose and after a few seconds, released it, relaxing all her tense muscles as she tried to follow Shifty's advice and set to work on the task at hand.

When she started again, she was much more better and Lifty ended up craning his head back as he closed his eyes in bliss, focusing on nothing but her wet mouth wrapped securely around his throbbing cock. He sifted his fingers through her hair as he lightly moved his hips in time to her bobbing.

He panted as he listened to the lovely slurping sounds she made everytime she moved up and down his hard member. Tilting his head down, Lifty was met with one of the most appealing sights that he has ever seen, he wondered if Flaky even realized how sexy she looked gazing up at him through her lashes, unintentionally sending him a sultry look as she continued to bob her head, watching his reaction to make sure that she was doing a good job.

Feeling a bit more confident, Flaky began to move faster, tightening her pouty lips around his slick member. She jumped when fingers suddenly invaded her underwear, two slender digits swiped at her folds before moving to circle around her soaking entrance. "You're so wet." Shifty breathed hoarsely into her ear, coaxing a moan from her, the vibration from the moans only adding to Lifty's pleasure as he pressed a hand to Flaky's head to encourage her to keep going.

Deciding to be spontaneous and wanting to try something different, Flaky decided to gently scrape her teeth against his shaft, which ended up with her having to jerk her head back when he unexpectedly bucked his pelvis forward at the different sensation. "S-sorry," he groaned, brushing his fingers through her hair apologetically. "It just felt really good."

Flaky nodded and went back down on him again, deciding not to do that again, she instead swirled her tongue around the tip before letting him delve back into her mouth.

"Okay stop," Shifty ordered, his hands having abandoned her panties, grabbed the sides of her head and pulled her off of Lifty's cock with a wet pop. "I want to fuck already."

He pulled her back up into a standing position and bent down to slip her panties off, sneakily stuffing it into his pocket as a souvenir without the other two knowing.

"Lifty, lean against the wall and carry Flaky. Let her ride your cock." He watched with a smirk, as Lifty leaned against the wall and picked Flaky up with ease, letting her wrap her long, slender legs around him. She reached behind herself to guide Lifty's member to her entrance where he slowly sank into her aching core with a grunt.

She hooked her hands behind his neck as she arched her back sensually, not having been taken in this position before. Lifty stared mesmerized at her bouncing breasts, his large hands gripping her bottom tightly, as he thrusted eagerly up into her well lubricated sex.

The two eventually became so lost within each other that they almost forgot about Shifty, that is until Flaky felt someone spreading her lower cheeks. She glanced back only to see Shifty pull two saliva soaked fingers out of his mouth to prod at her puckered hole. "W-what are you doing?" She panted, staring at him with nervous eyes even as Lifty continued his movements.

"Well, princess, there is two of us you have to satisfy, remember?" She whimpered, turning around to bury her face in Lifty's neck, not wanting to watch Shifty insert himself inside her other hole.

He kept insistently prodding and poking at her hole until his wet fingers managed to pop inside the tight hole. Flaky tensed at the foreign feeling of her back entrance being invaded. "O-oh...fuck!" Lifty growled as her walls clenched down almost painfully onto his length, slowing him down dramatically.

Shifty frowned, finding it almost impossible to move his fingers around with the way she was tensed up. "Dammit Flaky. I said you have to relax!" He hissed, rubbing her back in small circles.

"It...it hurts.." She whimpered into Lifty's neck.

"It's going to hurt more if you don't relax your body." Shifty calmly told her as he wiggled his fingers around, preparing her.

Flaky took deep, shallow breaths and did her best to loosen up, instead she tried to focus on Lifty's pulsing shaft rapidly thrusting into her, and not on the insistent fingers moving around trying to make her loose enough for something much bigger.

Eventually, she felt the fingers leave only to be replaced with the tip of Shifty's shaft. "I suggest you bite down on this." And with that Flaky felt the soft, stringy material of his scarf being placed into her mouth.

Her teeth latched down tightly onto the cloth, trembling violently as she anticipated the painful entry.

With one straight thrust, Shifty plunged deep inside of her. Flaky's eyes widened at the sharp pain, her cry coming out muffled as she bit down on the scarf.

Lifty slowed to a stop when he noticed the tears streaming down her cheeks. "Shifty...what the fuck?" He growled angrily, leaning up to kiss her tears.

Shifty panted heavily as he waited till she became adjusted to having two men inside her. "It's not my fault, I already prepared her as much as I could."

They waited for a few moments longer until she let the scarf slide out of her mouth to drift to the floor. "I-I think I'm ready." She sniffed, feeling the pain slowly ebb down until it was an uncomfortable throb.

The twins nodded and began to move once again, they were messy and out of sync at first, both pushing in and pulling out at the same time, only proving to cause Flaky more discomfort as she whined quietly.

But after a couple seconds of awkward movements, the twins were able to set a nice rhythm where one pushed in and the other pulled out. Allowing Flaky to be able to begin to feel the pleasure they were receiving.

Soon, she found the pain intensifying the pleasure as they continued to restless move inside her, slender fingers buried into dark green hair as she found herself arching her back, leaving her breasts open for Lifty to bury his burning face in.

Her breaths were hitched as they desperately pulled her body to and fro between them, when one exited the other eagerly dove back in, their bodies becoming slick with sweat.

Shifty gathered a bunch of Flaky's hair and tugged her head to the side as he latched his mouth onto her neck licking and nipping at the heated flesh as he pumped repeatedly into her tight hole.

With a loud moan, Flaky rolled her hips forward listening to the pleasured groan that escaped Lifty as he began to thrust into her frantically, an animalistic growl escaped through his clenched teeth as he felt himself coming close to the edge.

The younger twin surged his hips forward, determined to make the red head come before him, thrusting into her like a piston, he was practically pushing her onto his brother with how roughly he was pumping. His hands gripped her bottom painfully as he bounced her between the moving cocks.

His pelvis constantly met hers with a wet slap with how much liquid was dripping from their connected parts.

Finally, the friction of two thick members stuffed deep inside her became too much and Flaky felt the building pleasure explode as her orgasm hit hard. A shaky moan escaped her parted lips, body shuddering violently between the two men.

The sudden tightness caused Lifty to lose control with a strained grunt, he released deep inside her.

Shifty had to thrust a few more times before he was able to follow the other two.

The three quickly found themselves laying in a panting, sweaty mess on the uncomfortable ground, none of them having the strength to move.

xXx

Once they were ready and dressed - Flaky strangely unable to find her panties - the satisfied twins handed the exhausted, still blushing female her merchandise. "We'd love to do business with you again~"

Flaky sent them a thankful smile before jogging out of the alleyway, to her home where she was eager to take the pill.

"Hey Shifty." Lifty started with his trademark grin.

"Yeah?"

"Do you think she'll figure out that those are only birth control pills?"

They glanced thoughtfully at each other for a second before turning away with a snicker.

"Naw."

xXx

Kk, second request finished.

Next to be done:

Older!Cub/Flaky for Chey Anarchy

Splendont/Flaky for ILoveZimandNny16

Tiger General/Flaky for boony832

Flippy/Flaky for Hex223

Anyways, thanks for reading! :D