Surprise again! Turns out I'm a huge liar. Not even going to jinx it this time by saying that there won't be another part.

Warnings: This chapter is pure smut complete with a threesome.


Victoria fell against the bed in a fit of exhaustion. She was panting hard, and she couldn't seem to catch her breath. The open air started to chill the sweat lining her naked skin.

There is movement between her open legs. A sudden caress of a tongue against the length of her sex caused her to let out a hoarse moan. Her hands shot down to tangle into short hair. Her hips moved fervently, both seeking the hot mouth teasing her and trying to escape from it.

"Shit," she cursed under her labored breath. With the careful addition of one finger, and then two, she could not contain her next exclamation. "Fuck! Holy shi...I-I can't…!"

Victoria honestly didn't think herself capable of coming so quickly after her last one, but the tight knots in her abdomen was a telltale sign that she was about to do just that. Lips wrapped around her clit, and she let out some sort of inhuman noise unbidden. She clamped down hard on her own lip, trying to withhold all of the noises she wanted to let out as she fumbled for one of her pillows.

Victoria managed to grab one just as her body started to contort and spasm, her back arching high off of the mattress. Her lover followed without pause, and Victoria could do nothing but ride the feeling out, moaning and screaming into the pillow to her heart's content.

Victoria was truly spent, numb, and tired enough to doze off. When the pillow was pulled away, she opened her eyes. There was enough moonlight in the room for her to make out Max's grinning face, the gleam in her eyes, and the moisture on her jaw.

"You," Victoria breathed, shaking her head disbelievingly. "You're insatiable."

Max laughed. "I can't help that I love the way that you taste."

Max then kissed her soundly. Victoria wrapped her arms around her neck and held her close. They have already been going at it for hours. It would have been a nice way to end the night, but then Max pressed their hips together. Victoria made the mistake of thinking that she was simply trying to get more comfortable, because Max then lifted one leg over hers, and she moved until their wet cores were pressed against one another.

Victoria groaned, both with arousal and despair.

"For fuck's sake, Max, you're going to kill me."

"Just one more," Max whispered, burying her face against her neck and laying kisses there. She didn't do anything beyond that.

It took Victoria a moment to realize that she was waiting on an answer. "Didn't you say that over an hour ago?" She playfully questioned.

Max raised her head and winked at her. "That was before I went down on you," she retorted.

The brashness of the words made Victoria blush. She still wasn't quite used to such dirty talk from Max, or by how much her body was affected by it. She has never craved a person's touch so much. The fact that they could make each other feel this way was new and invigorating, and Victoria always jumped at the chance to experience it more.

"One more," Victoria said. "If you think you can pull it out of me," she then added challengingly.

"I will certainly try," Max declared. Then she started to move.

Victoria let out a high pitched gasp. Her sex was hyper sensitive, so much that it was borderline painful, but she endured it, because she wanted this, wanted to share this moment with Max. She clung to her girlfriend, her fingers curling and scraping down the other girl's back.

Victoria tried to match her movement, but the wear on her body was slowing her down. Max didn't mind one bit. Her thrusts increased in pace and power, and Victoria's breath skipped. Each thrust pulled a whine from her throat, and a groan from Max.

Victoria kept thinking about how much she loved this, how much she loved Max. She might have been chanting it aloud, but she wasn't sure, not until Max was whispering in her ear that she loved her, too. The sweet utterances continued until Victoria was coming, and she slammed her lips against Max's.

What happened exactly after that was sort of a blur. When Victoria came to, Max was lying still on her.

Max lifted her head and grinned lazily "Hey, you."

"Hey."

"That felt really good. Kind of makes me want to-"

Victoria pulled the other girl's head to her chest so tight that she was nearly smothering her. Max nestled there, her laughter the last Victoria heard as she drifted off.

The next day was the day that they had lunch with Victoria's group. At the table, it was Hayden, Zach, Courtney, and Taylor.

Hayden took one good look at Victoria and let out a wolf whistle. "Max the stud!"

Max looked at Victoria, wondering what would have caused such an exclamation, and she spotted the dark marks on her neck.

"Hey," Max greeted them, red in her cheeks. She took a seat beside Hayden, who wrapped his arms around her shoulders, and he and Zach wasted no time with grilling her on how their night went. Courtney rolled her eyes and scoffed at their brazen behavior, but she leaned in closer to listen, as well.

Victoria didn't take a seat, though. To Taylor, she said, "I need to talk to you, privately."

Taylor arched a brow, but stood without any more prompting. Victoria led them out of the cafeteria. The halls were fairly empty, no one within range to possibly overhear them. Victoria approached the double doors they had just used. From the window, she could see their little group.

Hayden and Zach were still huddled around Max, poking and knocking shoulders and bellowing out laughs, things that they tended to do to tease each other.

It was an oddly sweet sight to witness.

"They are warming up to her," Taylor commented, coming up beside her.

"I'm glad," Victoria told her. "Although, I'm a little worried about how much they treat Max like she's a bro."

"It must be the lack of dudes in our group." Taylor took a moment to ponder this, and she laughed. "And the fact that she is dating one of the hottest girls in this school."

"One?" Victoria echoed with a soft chuckle. "Besides yourself, you mean?"

"I meant in general. Everyone at this circus house of a school is fairly attractive. Anyway, you said you wanted to ask me something?"

"I did." Victoria turned her body towards her friend. "So, I have an anniversary coming up. I wanted to do something for Max, and I need your help."

"What do you need me to do?" Taylor continued on before Victoria even had a chance to open her mouth. "Wait, you're not going to propose to her, are you? I mean, that would be sweet and all, but you two are still in school, V."

"What?" Victoria's eyes widened. She was the most flustered that Taylor has ever seen. "No! No, you idiot. This was the part where I was to proposition you."

"Yeah?"

"Yes. I...it's just something that we, Max and I, have been talking about for a while. We wanted to invite you to a threesome."

"You mean the intimate kind of threesome?"

"I was unaware that there was any other kind."

"And you're asking me?"

"Of course. You're the only person that I'd trust with this, that I would trust with Max." Victoria rolled her eyes at the look on her friend's face. "But perhaps I was mistaken."

"Not at all," Taylor stated with a shake of her head. "You just took me by surprise. It's not everyday that I'm invited to a threesome, you know."

"Then is that a yes or no, Taylor."

"It's a definite yes. I won't deny that I've missed your touch, or that I'm curious of what it is about Max that fascinates you so much. If we are actually doing this, then text me with the when and where."

Victoria stood up straight from where she was leaning against the door. "I'll let you know as soon as I've talked with Max."

"It's a date then," Taylor said with a crooked grin.

"It's a date," Victoria affirmed with a roll of her eyes.

The when turned out to be three weeks later, when everyone had the weekend free at the same time. The where was at Taylor's house, since she had the place to herself. No one brought why exactly that was, and Taylor didn't speak anything about it.

When Taylor opened her door that Saturday evening, she was greeted by both Max and Victoria. Max was a like a hyper ball of nerves, as she was seen bouncing on her toes, and how she actually startled at Taylor's presence.

"Hi!"

"Hey," Taylor said back. "You two came together."

"Well," Victoria began, moving past Taylor and inside the home like she owned it, "it's not like she's has a car, or her license, even."

"I'm working on it!" Max was quick to defend herself. She turned to Taylor, a pout on her lips. "I nearly drove us off the road, and she puts me on a week's probation."

Taylor smiled. "How dare she," she commented, humoring the girl. She grabbed Max's hand and pulled her inside, asking her "Are you hungry? Or maybe you want something to drink?"

"Oh! I'm fine for the moment, thank you."

Victoria was already longing on the couch. Max stood in the center of the living room, gazing at her surroundings. The home's decor was average at best, nothing that inspired awe.

Taylor stepped forward and placed her hands on Max's shoulders. "Relax," she said into the girl's ear. Her arms slid down to encircle her waist. "We don't have to get down and dirty at once. We can just chill and watch a movie to set the mood."

Victoria pulled a face. "I am not watching porn."

Taylor snickered. "I was thinking horror."

"Horror sets the mood?" Max asked, turning her head to the blonde.

"It helps get the blood pumping."

"But won't I just freak out if someone…" Max blushed, "you know, tries to touch me?"

The two friends shared a look.

Victoria shrugged.

Taylor sighed. "Fine. Anything but a rom-com, please." She let Max go and then went into the kitchen. "I'll gather up some snacks."

Victoria motioned Max over, and she took her hands into her own when she was sat. "Are you alright?" She softly asked.

"I'm okay. Just a little nervous, is all."

"I can tell," Victoria commented gently. "Don't be nervous. We don't have to do this today, if ever. Taylor will understand."

Max sighed and shook her head. She looked up at her girlfriend and smiled fondly. "I'm okay," she repeated. "Really, I am, and I want to do this."

"Alright, but we're starting slow."

"Starting what slow?" Taylor questioned, bags of chips tucked in her arms and drinks in her hand. She set them down on the table, pausing briefly to look at them.

"We're starting slow with the seduction," Victoria stated with an amused grin. "That means keeping your hands to yourself, lothario."

"Yeah, yeah," Taylor uttered offhandedly as she headed back to the kitchen, where a microwave pinged, and then in wafted the strong smell of buttery popcorn.

A couple of minutes later, they were settled, and time flew by. There were a quarter into the second movie when Max started to grow restless. She was relatively at ease sitting in close quarters between the two blondes. Sure, she would jump every time one of them so much as shifted, but she recognized that her body was tingling in excitement rather than fear. The problem was that neither Taylor nor Victoria has made an advance yet. She knew that they were being mindful of her inexperience, and at first she was grateful, but now she was getting a little frustrated, in more ways than one.

Max realized that she herself could play the first move, but who did she go for? She glanced back and forth between the girl she has come to like, and the girl she has come to love.

Taylor was the one to take notice of what she was doing. She turned to Max, brow quirked, and asked, "You alright there?"

Victoria glanced over at them in confusion. Max couldn't get her words to form properly, so she was left with nonsensical things coming out of her mouth.

Taylor looked over at her friend and said, "Your girlfriend is just too cute. Is she this timid in bed?"

"Far from it," Victoria answered. She grinned when Max whipped around to her, mouth agape in indignation. She held her gaze while telling Taylor, "You'd be surprised all that this minx can get up to."

Max blushed furiously. "Tori…"

A hand fell onto her thigh. Max looked down and saw that it was Taylor's, so she turned to her.

Taylor was closer, practically looming over her. "I can't wait to find out what some of those things are," she said before leaning forward and kissing her.

Max responded in kind without hesitation, and it was… different. Kissing Taylor was pleasant, but it lacked the fire that Max felt when she was kissing Victoria.

Before Max could ponder on this any further, Taylor pulled away. "Just sit back, and enjoy," she told Max before standing. She moved to Victoria's feet and slowly started to undress.

Victoria simply watched. Max was surprised at the hard look on her girlfriend's face. It was almost like she was disinterested in what was happening right in front of her, and yet her dark eyes were following every move that her friend made.

When Taylor was left in nothing but her underclothes, she straddled Victoria's lap. Their eyes connected, and then some sort of unspoken agreement passed between them. Taylor ducked her head and latched her lips to Victoria's neck. Victoria shifted her head to give more room to work with, while her hands fell onto her bare back. One hand caressed down her spine, causing Taylor to arch into her touch. The other hand traveled up to undo the latch of the bra.

Max watched in silence, enraptured by the dynamic between the two. While Victoria has been nothing short of a kind, passionate, and gentle lover with Max, she was totally different with Taylor. The way that Victoria took the bud of her friend's breast and twisted it viciously, Max knew that she wouldn't be able to handle that, but Taylor moaned with wanton pleasure.

Max has never seen this side of her girlfriend before. Victoria has been nothing short of awkward, bumbling, and adorable throughout their relationship, but this Victoria was stoic, almost cold in demeanor. Watching her dominate and effortlessly give pleasure to Taylor was affecting Max in a way she didn't expect. Out of all of the outcomes she'd come up with, she didn't expect to become so aroused just by being a voyeur.

Victoria slid a hand into Taylor's panties, and she groaned at the amount of wetness that greeted her. She traced her fingers through slick folds. Victoria entered her with two fingers, and the walls immediately clinched, trying to take her in deeper.

Enough though Victoria was a participate, Taylor had to put in all of the effort to provide her own pleasure. Victoria watched her friend bounce on her lap, acting as though she wasn't riding her fingers, crying out in pleasure.

Max shifted in her seat. She hadn't noticed before, as she was solely focused on drinking in the sight and sounds before her, but her breathing was harsh and shallow, and the throb between her legs was becoming apparent.

Taylor turned her head and stared right at Max, never once faltering in her movements. Her blue eyes were dark, heavy lidded, and clouded with lust. Max gasped. Victoria glanced over, and then she was staring at Max as well.

When Victoria saw that Taylor's attention was fixed on her girlfriend, she leaned in close to Taylor's ear, as if to whisper, but she spoke loud enough for Max to hear. "I see, now. I thought that you were more responsive than usual. Does it turn you on, knowing that you're being watched?"

Taylor whimpered, her hips falling faster, her eyes never leaving Max's.

Victoria allowed her to continue for a moment before she withdrew her hand and growled, "Answer me."

"Yes!" Taylor responded with a broken cry. "I can't help it; it just feels so good."

"You're being a bad girl, my sweet T. Here you are, about to come on my fingers, when this was suppose to be all about Max. You're so selfish. I think you should ask her for permission."

Max panicked, her eyes widening almost comically, as she was taken aback by the turn of events. Just by looking, Max knew that whatever their dynamic was, it has been long practiced. The two understood each other through actions rather than words.

This sort of interaction was usually something private to them, and they were not only allowing Max to witness it, but to be a part of it as well.

Max couldn't find her voice, so she nodded.

Victoria chuckled, almost cruelly. "It's your lucky day, T. Tell Max thank you."

Taylor couldn't possible say anything, as Victoria has started to fuck her so hard that the breath left her lungs. With a sharp inhale, Taylor's body went stiff, her nails digging small crescents into Victoria's arms.

Taylor soon fell slack against her, and only then did Victoria's expression soften with compassion.

"I don't want to just watch anymore," Max whispered out.

"Then let's take this to the bed," Victoria suggested.

They made it no further than the hall when Max, overcome with desire, pushed Victoria against the wall and kissed her hard. They undressed each other while trying to limit the seconds that their lips were apart.

Taylor walked by, calling over her shoulder, "I hate to be the spoiler of fun, but if you two keep that up, then we can't all share in the pleasures."

Victoria groaned in frustration and reluctantly pushed her girlfriend away. "We're almost there," she said in response to Max's pout.

Taylor's room vibrant and well decorated, but the object of their interest was the queen sized bed. Taylor was the first to fall back onto it. Someone fell on top of her, and she was a little surprised that it was Max. She was further surprised when Max claimed her lips, kissing her with less trepidation and more fervor.

Victoria stood off to the side to remove the rest of her clothes. She took her time, enjoying the sight. The more she watched, however, the faster she realized just what she wanted to do.

Max jumped and squealed when a hand slapped her on the ass. The exclamation came more from shock than in pain. She glanced questioningly at her girlfriend from over her shoulder.

Victoria was grinning crookedly. "Why don't you lay back and show Taylor just what that pretty mouth of yours can do."

Max blushed, but she turned over, her back falling onto the mattress. She stared expectantly at Taylor, who didn't quite get the implication, not until Max motioned to herself.

"You want to do that?" Taylor asked, incredulous.

Max hummed, nodding. It took a moment for Taylor to gather the nerve to straddle Max's head.

"Are you alright?" Taylor immediately asked.

From below her, Max laughed heartedly. "I can't even reach you. unless you want me to strain my neck."

Max grabbed the blonde's hips, and Taylor squeaked when she was pulled down. She tried to raise herself, worried about the other girl's lack of air, but Max's hold was firm, and the things she has started to do with her mouth didn't really warrant moving away.

"Oh my," Taylor instead moaned out. She grabbed her own breast; she had to resist the strong urge to ride Max's face.

Victoria watched on in amusement. "Are you enjoying yourself?"

Taylor could barely get her words together. "S-she's using her tongue to-fuck!"

"I know the feeling. Do you still have those toys?"

Taylor was currently rendered speechless, so she pointed to the closet with a trembling hand. From there, Victoria pulled out a medium sized plastic container.

A sudden shout caught her by surprise. She glanced over and saw Taylor trembling on her perch, her body slumping forward as her hips moved in circles.

Turning back to the container, she started to rummage around in it. There were a few that Victoria knew that she would never use, and a few that wanted to try with Max, but she decided to keep it simple for their first time. She chose a moderately sized purple dildo, grabbing a harness and a bottle of lube to go with it. She made her way back to the bed, where Taylor was a moaning and whimpering mess.

Victoria parted Max's legs and moved between them. She gripped the dildo by it's base, running the tip against Max's sex. She was pleased at the shiver that ran through her girlfriend's body.

Max responded to her by rubbing her calves against Victoria's sides. Victoria squirted a dollop of lube onto her palm and then applied it to the length of the dildo. With the same fingers, she circled the entrance to Max's cunt before working a finger in.

Victoria caressed the slick walls, loving the way that they clinched around her digit. Max moaned out, temporarily forgetting about the girl above her to focus on the one between her legs. Taylor quickly took advantage of the reprieve and climbed off of Max.

"Holy fucking shit," she gasped, breathless, "I didn't know how much more I could take."

"Sorry."Max's cheeks were flushed, her eyes going soft and impish. "Was it too much?"

It was quite adorable how the girl could be so bashful while being fingered, while her face was wet with her arousal.

"It took me by surprise," Taylor said, "but I thoroughly enjoyed it.

Max was going to respond when her sentence was cut off with a moan. Victoria had lined the tip of the toy and was applying pressure to her entrance. The blonde watched, fascinated, as the toy slowly made its way in. Max's breath caught in her throat as Victoria pushed forward until the entire length was inside her.

A rhythm was set, and Max was moaning uncontrollably. Taylor crawled to her and laid open mouthed kisses to her quivering abdomen. She kissed upwards to Max's heaving breasts and encircled the pointed tip her lips, her right hand sliding between her legs to manipulate her throbbing clitoris.

Victoria was incredibly turned on by the sight. She grabbed her Max's waist and started to piston her hips. They became a mesh of sweaty, writhing limbs, and their pleasures carried on well into the late night.

By the end of their fun, Max was the one equipped with the harness. She was sprawled across the bed, lying between the two blondes, and she had sore muscles in places she didn't even know she had.

"That," Max began, "was certainly an interesting experience. Something I wouldn't be opposed to doing again."

"Oh god," Taylor groaned in exasperation.

Victoria's laugh was muffled by the pillow. "I told you that she was a wild one."

"That you did, but I didn't expect her to be like this." Taylor laid a hand on Max's and kissed her jaw. "I love the enthusiasm, tiger, but I need to sleep."

"I second that notion," Victoria quickly added.

Max laughed at the both of them. "Alright, alright. I might have gotten a little carried away those last three times."

"Might have?" Taylor said in rhetoric.

Victoria simply snorted.

"It's only Sunday," Max continued on, as if she didn't hear them. "That means we have a whole day to look forward to."