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Disclaimer: All publicly recognizable characters, settings, etc. are the property of their respective owners. The original characters and plot are the property of the author. The author is in no way associated with the owners, creators, or producers of any media franchise. No copyright infringement is intended.

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Dave pulled from between Emily's lips. Settling down on his knees behind Emily's head, he slowly slid his hand from her dark tresses, rubbing his thumb across her swollen wet lips, enjoying the awareness that they were that way because of him. That dark knowledge of Emily, how her exquisite lips felt when tight around him, how her teeth softly scraped across him when he had told her what he needed, and the raw feeling of her accepting his surge deeper into her throat as he came with abandon, the pleasure of having her throat tighten around him as she swallowed. It settled deep inside him and he knew it was something he would treasure always.

Emily let her head fall limply back against Dave's thigh as she breathed out roughly, sucking needed oxygen into her lungs. Her limbs were trembling, her emotions and nerves finally unwinding from the tight knot that had been residing within her all week. She could feel the sway of Rossi's muscles under her head as he stroked himself and she watched avidly as his hand slid from the base to the tip of his hard length before stroking back down. Penelope's voice and the feel of the vibrator rolling against her brought her attention back to where Penelope reclined between her legs.

With quiet expectancy, Emily watched as Penelope pressed soft kisses and nips along her thighs and slid the vibrator temptingly over the sensitive folds of the flesh between her thighs. "Open wider, my sweet." Taking her time, Penelope suckled Emily's lower folds, enjoying the musky flavor of her friend, as she probed her depths with the now wet vibrator. With one last pass over her folds, she slid the vibrator inside Emily's clenching depths, pressing up with it as she stroked it gently against that inner knob of flesh.

Emily groaned as her head arched back, her hair falling loosely over Rossi's thighs and brushing against his aching length and swaying balls, pulling a rough groan from him as well. Both watched as Penelope raised her eyes to meet theirs as she wetted her lips with her tongue. Emily's and Dave's eyes both darkened with recognition of Penelope's sensual teasing nature, Dave's with more recent intelligence than Emily's, but both felt the keenness of desire bank and smoulder, waiting on Penelope's actions to bring them to an enticing blaze.

Penelope pressed her lips with delicate softness against Emily's inner thigh, tonguing her way with teasing movements to the juncture there. With a will, she set Emily's body to dancing upon the tip of her tongue. Laving the depths of Emily's body and having her tighten and relax against her motions, taking that taut nest of nerves stiffening against her tongue between her lips, Penelope took much time to roll and suckle the nubbin, causing Emily to twist and turn with whimpers.

Dave could feel his blood throbbing through his veins with each heartbeat as he watched his Kitten's head move with both slow and quick waves of motion. Reaching down with his free hand, he held Emily to the bed as she murmured and arched.

"Penelope, your mouth. I love having your mouth on me. Fuck! Penelope! Your lips-" Emily's words seemed to only bring him to more hardness. Dave swore he could actually see his own heartbeat in the veins that ran along his shaft. He could see Penelope's pink tongue as she licked up and around Emily's cleft and the glint of white as Penelope kept the vibrator pressing inside Emily's depths with a steady rhythm. The sight alone was driving him beyond mad. And Emily. Emily's body was dancing indeed beneath Penelope's ministrations and Emily seemed to reach a point she could no longer maintain.

"I need more. Please, more. Now, PG, now!" Emily's words came out slow but with a building rhythm. Pulling from where she was pressed fervently between Emily's legs, Penelope let the vibrator fall to the floor behind her as she moved to Emily's side.

"You should be ready now, lovey." Licking her lips to once again taste Emily, she smiled as she leaned down to her. "Do you need him now? Hard and burning inside you?" Emily's head turned blindly towards her at her words and she reached out a hand to grasp Penelope's cheek, bringing their lips into a duel of teeth and tongue before Emily moaned, "Yes, you teasing witch, I need him. I want him. Now!"

With Emily's words, Dave dropped to the bed, rolling to his back and pulling Emily up to straddle his waist. Reserved ruthlessness kept his grip on Emily's hips from being brutal as he positioned her over him, his shaft pushing between her folds before he stopped. Forcing his hands to release their grip, Dave made himself lay flat upon the bed and cross his hands behind his head. His teeth gritted and his jaw held tensely, Dave barked out an order, "Emily, you take me. I can't hurt you if you control this moment. But, fuck, hurry!"

Emily shook her head wildly for a moment, trying to regain some balance of her senses. Her body had accepted the first hot probe of Rossi's length and the feeling of being stretched was fierce. But, it had been so long since she been part of a physical relationship, her body was shaking with anticipation of impending completion. Easing forward, she rocked her hips upon his hard length, feeling him stretch her fuller as he slid in an inch deeper. Making small movements, Emily pressed her hands against Rossi's chest, feeling him enter her just a little more with each motion. Her hands clenching hard in the tanned skin and dark prickling hairs that graced the muscled chest beneath her, gouging marks involuntarily as she brought him closer to filling her completely.

"Damn it! It's been too long for me. Just take me Dave!" Emily's sharp voice broke through the swanky hotel room just as her earlier cries had. Her need was taking over, obliterating every concern she had. She needed this. Needed this now.

Arms clasped around her middle and Penelope nestled into her side. "Shhhh." Penelope had straddled one of Dave's thighs and pressed up against Emily's side where she was kneeling over Dave. With both women crouched upon him and most of his thick shaft held so tightly inside Emily's burning center, Dave had almost reached his breaking point. With feral eyes and considerable will, he watched as Penelope dropped her right arm down Emily's front, dancing her fingers over the expanse of white skin there. Penelope's left arm stayed clasped around Emily's back but she curled her hand so that her fingers rolled and teased Emily's dark nipple where she could reach it.

Penelope's voice whispered hoarsely to both of them, "Oh, Emily, such a bad girl. That's right. You're so wet for him. I can feel you around him," Penelope fluttered her fingers roughly across the connection between Emily and Dave, causing both to sound out. "You want to be bad, don't you Emily? Deep down, you dream about being a bad girl." Penelope stroked over Emily's center, keeping her fingers moving with her words. She kissed over Emily's shoulder and started rocking her own hips against Dave's thigh. Having Emily in her arms and watching Dave respond, it was making her wet and she needed very little to stimulate her as she moaned lowly before continuing.

"Spread your legs wider, Emily. Just like Dave ordered you earlier. When he spanked you." A surge of moisture from Emily's nether regions at this reminder greeted Penelope and she smiled before setting her teeth into the tender spot of Emily's neck. "Show him, sweetness. Let him watch my fingers. Tell him how it felt to have my lips and tongue down here. Where my fingers are now."

Emily gave a rough gasp, almost a cough of sound, "Your lips-"

Penelope pulled her fingers from Emily to deliver a brief slap to the mound above Emily's center. Not enough to hurt, but the surprise alone shook Emily's frame and Dave growled at how Emily tightened around him, trying not to push deeper till she was ready.

"Naughty girl, Emily," Penelope released the grip her teeth had on Emily's neck and whispered, "Naughty, bad girls get punished. Now, listen to me. Tell him how it felt. Look him in the eyes and tell him." Returning her hand to Emily's bare flesh, she curled her fingers down to take the moisture that was now flowing from Emily up and placing a rougher, firmer pressure against her center of need.

Emily's voice strengthened, "She knows me, Dave. Even after all these years, when she kissed my thigh, she ran her tongue over me. All over me. She still knows I like to be spread wide, her pretty little tongue pushing over me and touching me everywhere before she places a kiss right on my- " Emily arched as Penelope placed her stiff fingers right on her center at her words, pinching her nubbin between two fingers and stroking roughly over it. "God!"

A tutting noise came from over her shoulder and a lilting voice reminded her, "That's 'Goddess', Emily."

Penelope kept up her steady stroking, tightening her grip on Emily's nipple. "Come for us, Emily. Come for us and you'll take all of him in. Then you'll be able to ride him. Ride him as hard as you like, you bad girl. You like it hard, don't you, my sweet naughty Emily? Don't you?" Penelope felt herself close to coming as she continued rocking against Dave's thigh, knowing he would know that this was turning her on so much. And Emily, sweet Emily was so close, just one more touch-

And as Penelope added a twist to her wrist with the last stroke, Emily came with a shout, "Yes! Yes, I want him!"

Dave arched as Emily shuddered to completion around him, sliding down wetly to his base, encompassing him with her heat. Releasing his grip on his own hands, he reached up to grab the headboard, unable to keep from swaying beneath Emily, moving against her now that he completely filled her.

Penelope removed herself from where she was breathing hard by Emily and collapsed to the side of Dave. Emily was slowly rocking herself over Dave, accustoming herself to the feel of him buried inside of her. Feeling the pull on her strained inner muscles with each retreat and pleasant ache as she rocked back down to claim him.

Starting to drive herself faster and stronger against his shaft, Emily began to speak again, "I need it hard. I need it hard and rough. I like being fucked that way."

Dave growled at her words, one hand letting go to reach for Emily before he grabbed the headboard again. "Penelope, get that sweet candy ass of yours up here. " His eyes speared Penelope where she lay. "Get up here and let me lick you or I'm going to take over before your game is done."

Penelope almost whimpered at the promise in Dave's eyes. No matter how much she seemed in control over Emily, Dave always brought her to a molten mass. His needs and his words able to reduce her to nothing but a slave of passion. Submitting to his demand, she moved up to where Dave was holding onto the head board.

"How-" Penelope's question was left unfinished as Dave took her thigh and turned her to face Emily, settling between Penelope's thighs and sinking his tongue immediately into her.

She moaned as she shook. Opening her eyes, she found herself looking at Emily's lips as Emily swayed rhythmically before her, riding Dave's shaft in an age-old pattern. Penelope wrapped her hands in Emily's dark locks and brought her lips to meet hers, letting Emily swallow her moan as she writhed upon Dave's tongue. He pressed rough circular motions up into her, his hands had released the headboard to sink fingers into Penelope's hips. He kept pulling her back, rubbing Penelope against him, drinking her in, running his thumbs insistently over the cheeks of her bottom, the sensitive skin wringing a quick and shuddery climax from her as she gasped into Emily's mouth. Without relenting, Dave continued, working her with his lips, his beard scraping sensitive flesh roughly and only adding to the input her nervous system was receiving.

Emily thrust her tongue in to dance with Penelope's. She ground her body down onto Rossi's length. Penelope came with a loud cry, yanking herself free from Emily's lips to throw back her head as she reached that final moment of ecstasy, Dave prolonging the moment with slowing movements of his lips and tongue, gentling his touch till Penelope moved away from him, falling to their side in a panting heap.

"Hard, Emily?" Placing hands on Emily's hips, he stilled her movements. "Do you like it when a strong man fucks you? Ask me, Emily, and I'll ride you as hard and as rough as you need it." Rossi slowly loosened his hold on Emily, but only enough to let her rock on him, shallow movements that only increased her desire and need.

"Yes, you Italian bastard! Ride me!" Emily grabbed his head with one hand, clenching her hand hard enough to pull hairs free and slapped his chest with her frustration.

With a loud, entirely animalistic growl, Dave rose from the bed, rolling with a quick motion till Emily was pressed into the coverlet of the bed. With rough hands, he pulled her legs high up around his hips and reached to take both her wrists in his. Changing his grip so that both her hands were held in one hand, he gripped the headboard with the other and began thrusting powerfully into her. Driving into her, her enthusiastic and welcoming cries flowing into the room.

"Look at me, Emily." Dave stared down into her face, waiting for her eyes to meet his as he kept his movements steady and strong. "Come on, lucciola, let me see how you like this strong man filling you. Penelope was right wasn't she, Emily? You want to be taken, hard and fast."

Emily's eyes opened to meet Dave's. She was too close. Each time he embedded himself into her, he filled her completely, burying himself to the hilt. "Dave, I'm close. Just, keep moving, please, Dave, you're, God, yes, you're what I need. You and Penelope! Please, Dave, quit teasing and just-"

Dave cut her off with his lips, kissing her deeply, tongue battling with hers before he released the grip he had on her wrists and grabbed the headboard with both hands, driving into her, impaling her till her body tightened around his and she flew, hot and molten around him, milking him as he followed her over that peak and rode it roughly to a slow descent.

Catching himself on his elbows to keep from smothering Emily where she lay beneath him, he eased to the side and tried to catch his breath. Feeling the bed move he opened his eyes to see Penelope curling up on Emily's other side. Sliding his arm under Emily's head, he moved closer so that he could feel Penelope's hair brushing his hand on the other side. When Penelope laid her arm across Emily's stomach, her hand fell upon his stomach and he laced his fingers through hers as he laid back, content.

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