UPDATE 9 FEB 20- Another one down!

Then the presence of another hand was felt on his stomach and member. "Wow… it's really hot." Kelly said as she stared at his dick.

Star's hands started to run along his V lines as she laid a few kisses on his back. "I want to be the best girl you've ever had mister! Kelly is going to help me along with that!"

She pulled him back as the other girl frowned, "Hey…!"

Marco kicked off the rest of his pants as the blonde removed Kelly off the bed and they sit on their knees in front of him, "Don't take this the wrong way, but… have you ever done anything like this before?" She asked the other female.

Kelly's face was burning up with how close she was to his dick, she inhaled deeply a few times and loved the aroma coming off of it. He definitely had Star's scent all over him. "No… never…"

Then a hand grabbed on her's as she looked into the owner's eyes. "Don't worry, I'm still getting used to it myself, Marco is really kind and caring, but also really knows how to lay down the hammer when you tell him!"

Star started to giggle as he rolled his eyes, "I don't think saying that out loud is going to make her feel any better about this, Star…"

That's when she placed a playful bite on his thigh muscle, "SHHHH! I know what I'm doing buddy! Why don't you stay quiet and enjoy what's about to happen?"

Kelly felt a hand on the back of her head and was slowly being pushed to his hot rod. "Now say ahhhh and take it easy, it's more than just a mouth full!"

She nodded to Star and opens wide to take him in. The contact on her tongue was even hotter then what she felt in her hand from before, "Ohhh mugf glob…"

Her lips tighten around the item as her head was being guided into a small bobbing rhythm, a few times she got too excited and received more than she could handle. Leading up to a coughing fit, "Don't push yourself! Give it time and just let it happen."

Star said out loud as she looked up to her boyfriend. Kelly was going too slow for his liking, but he understood what was at risk. The Princess gave him a wink and lined his stomach with cute kisses until she was ready to take command over 'her' cock, "Now watch and pay attention!"

She licked the whole length a few times as Kelly's eyes fill with tiny pink hearts, Star grabbed at the base and point it directly into her mouth. After a few pumps, she stands it up and rolled her mouth over it up and down.

The other female licked her lips wanting to return back to the task, she placed a hand between her legs and started to soothe the burning sensation, "EEK?!"

It was so wet! She had to look down to makes sure she didn't make a mess right there, Kelly was so embarrassed until Marco pulled her chin up into a deep kiss as she stands up. All her worries went out the window… that's when his hand pressed between her legs and against the hot spandex. "Mmmmmm… this is really got you in the mood, huh? Just like yesterday?"

She looked away from him, but he pulled her chin back, "He-y…. nupf… it's okay and really sexy ahhh!" The treatment Star was giving him, had him ready to cum any minute now.

His lover was still working him over as he shut one eye and placed his other hand on Star's head, Kelly couldn't get enough of how hot and manly he looked right now. His fingers digging deeper into the thin material separating him from her pussy, "Mmmmmm oh Marco~~"

Kelly wanted to be close to him again as both hands clung onto his face pulled him into another kiss, Star looked up at the show as she started to play with her kitty, "Oh Mewni…"

She grabbed his shaft again and pulled out till the only thing still inside her mouth was the head. He hunches over feeling her tongue swirl around it while moaning, "HYAAAH!"

His hand started to pull on her hair while rocking his hips to fuck her mouth, Kelly looked down seeing Star rolling her eyes to the back of her skull the deeper he goes. She adjusted her neck upwards as Marco is filling her up, he was going long and deep. Not hard enough to cause her too much discomfort seeing how there were tears at the corner of her eyes already.

A few more pumps and he poured his seed down her throat, he flings his head into the air and damn near started to howl like a dog, "AHHHH… AHHHH OWWWWWWWWW…!"

The woman by his side can see Star's throat becomes packed and overfilled as some of the white goo was starting to run down her chin. Tasting his stuff sent Star's brain into a frenzy as she squirted between her fingers and panties with her knees clapping at each other. "Mupf… mmmm… hmmmm!"

He slowed down his thrust to a halt as Marco removed her from his cock that was freshly covered in spit and cum, "Ohhh baby… god damn, it hayya... Star…" Kelly takes his lips for her own again after seeing his Oh face.

"Gah… mo… more!" Star was barely able to compute a thought as her body lightly convulsed in joy, Kelly released him from her grip and gets down on her knees to make out with Star. This was the first girl she ever kissed, let alone tasting these new mixed flavors together.

One was the Mewman's warm saliva that was leaking out of both their lips as they kissed for dominance started, next was the Human's essence that came from deep within him. She was doing her best to get out as much as she could, but Star wasn't going to let her take all of it.

Their hands started to roam each other bodies with the sounds of chu's filling the hot air around them, "Uhhhh guys… I'm still here ya know?"

Marco was starting to feel left out and they didn't pay him any mind, the blonde was able to get her hands onto Kelly's bust and was pleasantly surprised by what she found. They were, give or take the same size as hers, but that just met twice the workload for the male to play and massage them daily. "Ohhhh Star… ahhh not there mmmmm..."

Once the Princess was crowned the winner in the battle of the lips, she made her way and started to nibble on Kelly's neck and whisper in her ear, "He's… he's really all ours, if you want to stay with us… I know that you live alone, but if you're with us. You won't have to be lonely. There's plenty of space here at the castle, I think you'd make a wonderful Knight and if you crave adventures, we could all go on quests!"

Star then shoved the fingers that were still covered in her nectar into Kelly's mouth, all her victim could do was keep the hand in place with her own. She licked each item clean and nodded her head at the pact they just made right there on the spot.

Marco makes his way to the bed and sits on the edge eyeing up the girls, he looked down to find himself at half-mast. What the girls were doing was sure to get him back up as his lovely girlfriend was playing with her new toy. "Lo… look at him over there… he's jerking off to us!"

Star pinched her fingers around Kelly's chin to show her the view, indeed he was sitting there getting himself ready for what was to come next. "Did it… did it hurt the first time… when he put it inside you?"

The blonde smiled, "Like hell… but it only hurts for a little bit, he'll do everything to stop the pain, but it won't be easy taking all that in… trust me." Star licked at the corner of Kelly's lips that had a little bit of his and her sexual fluids mix together.

"Come on… let's get ready for the next part!" Star pulled her up and orders Kelly to lay on her back in the center of the bed. Marco stands up, ready, but was lightly shoved back.

"Not uh… I've been wanting to do this for a while. You're going to work on this, with that" She points as at her bubble butt and came in for a kiss. Marco was able to play connect the dots and pulled from the kiss.

"Your wish… is my command, your highness!" He knew there was no need to be so formal, but it really stroked her ego when he would say things like that.

There were stars in her eyes when he said that. "Mmmmm… you just know what to say to get me really going!" She bit the bottom of her lip and crawled onto the bed.

Kelly started to blush now more than ever feeling her lower half being exposed to the open air, Star pulled back to get a better look at her sex and was astonished by how pink her insides were, "Marco~~ take a look at this!"

She felt a trail of kisses going from her rear and then his tongue running it's way between her wings, Kelly loved the faces Star was making as he finally flopped his head on her shoulder. "Hmmmm wow! Looks like a meal fitting for my Queen!"

Star nodded and felt his hands on her hips, then a love bite on her shoulder. Kelly felt like they were staring her down like she was a piece of meat, but it turned her on something fierce, "Wha… what are you going to do?"

"Don't worry about it… just leave it to my girl!" Marco disappeared from her view as he had to address his own meal.

Star leaned down to the first pussy she got a good look at besides her own. She feels her boyfriend starting to kiss her sweet ass and attacks the center hole.

"YAAAAH!?" It was going to take a lot of getting used to on that feeling back there.

She pushed forward and takes Kelly's pussy into her waiting mouth, "HAAA! AHHH MMMMM STAAAAAAR!"

This was mind-numbing for her, the bespectacled girl never felt anything like it and let alone the sending end coming from someone of the same sex. Star was having a hard time concentrating on her duty as Marco was relentlessly pushing her forward to the next orgasm. "HAGGH!? Ta… takes it easy… Mar… MARCO!"

He slowed down just enough to give her breathing room and to properly service the young woman, "MMMF… MMMF oh glob… Sta… Star… YOU'RE KILLING ME!?"

But the blonde couldn't hear a word, she was only doing what she knew would feel good for herself… I guess it's true about the same sex always being better at oral. Star takes a page right out of Marco's books and bites down on her clit while fingers her.

The sloshing sounds the pussy was making while finger fucking Kelly was driving her wild, She was close to making a mess all over her partner's face. "Ohhhhhhh Star!"

Marco follows suit and her juices started to run down his hand as her butt was swaying in the air, "Haaaa… ohmmmmmmarcoooooo…!"

The girls moaning was getting louder, Kelly reached down to pull Star's hair and she could feel it translate down to her pussy as it started tightening, "Oh paaahh… I'm gonna?! I'm?!"

Kellys couldn't get out the words out as she looked at Marco and was riding out her orgasm while digging Star's face into her pussy harder than ever. The blonde was really into it when things gets rough and she was able to release her own Mewni shattering orgasm.

The three of them were huffing and puffing still working on one another, Star was the first to try and get away as she got up and crawled into Kelly's open arms for a tender makeout. She latched her arms around the young woman still moaning as Marco followed her.

"OH MEWNI… HE.. HE AHHHHHHH WON'T STOP?!" He had her cheeks firmly spread open while diving his tongue deep into her soaking hole. It would tighten and release around the tasting muscle and he loved how it felt.

The Princess had tears in her eyes because of how intense it felt and what he was doing to her body, Kelly takes pity on her soul and reached down to pull his hair and finally release her. He got the message loud and clear, then he laid sweet kisses up her twitching body.

They started to take turns to make out, in the end, all three of their tongues were swirling together tasting the mixed flavors again. Marco is placed on his back laying on the bed as the girls claim each side of him

"Mmmmm Kelly!" Star watched him moan into their kiss and had an idea, she sits up and rolled Marco on top of the other girl.

"Hey… maybe it's time to move on to the main event, what do you think?" One of her hands reached under him to jerk his cock off.

The girl pinned to the bed by him, looked down to see how close he was before entering her, "I think she has a point… you ready for this Kelly?" Marco said as Star placed the head into her pussy, just enough to let go and lay at her side.

"I'm… I'm scared…" Just pressure from the tip alone, had Kelly frightened as she stared back at Star wide-eyed.

Marco holds ready at the line as he pulled the back of Kelly's knees up into the air and watched their conversion, "I was too… it'll hurt for a little… I'll help." One of Star's hands reached for a brown stiff nipple.

She then pulled the young woman into a kiss as Star signals for Marco to go slowly. Kelly's body started to tense, feeling the new presence inside of her. The pain was subdued as her nipple was being pulled on and the button of her lip was bitten.

"Ow.. ouch, ouch ahhh mmmmm!" The muffled yelps escaped her lips as she kept kissing Star and now holds one of Marco's wrist with a death grip.

In no time, he was all the way inside as she let out a deep moan all over the face of the woman keeping her held down, "Ju… just stay like that for a little… it'll die down, I swear it!" Star said as she wiped away a tear from Kelly's face.

Her legs jumped side-to-side as her feet bounced along by themselves while leaving a red stain on the sheet. "Damn… she's really tigh- ahhhhh… tight Star."

The lovers look down at Kelly with her eyes shut tight as she gasped for air. "No kidding… she's burning up also!"

Her skin was hot to the touch as Star's hand went down her body and caressed her clit. That got the blonde damn near pulled into a headlock with their lips crashing together, "Heh… you take care of her up there and ahhhhh… I'll work on things dow mupf…. down here!"

Star flashed him a thumbs-up as Marco started to work up a small rhythm, Kelly's moans were getting louder the more she got used to the sensation, "AHHHH… myggggolb… ho… how did YOU DO THIS STAAAAAR?!"

The Princess mounts her as she pulled up the defenseless girl's arms above her head, one of the male's hands held her hip tight in place, "It'll… it'll get better… Marco won't hurt you… too much!"

"It… it doesn't hurt any… ANYMORE?!" Star pulled back to watch the girl cumming like a wild animal with her first ever hands-free orgasm.

The back of Kelly's head hits the pillow several times as Marco leans down into Star's ear, "Ahhh… it burns mmmmm so good baby!" Then he started to lick smack in the middle of her wings just how she loved it.

"NOOO MUPGFFF… not hmmmmm there!" She started to grind her sex into Kelly's washboard abs, he couldn't hold back the urge to bite down on her flash. It tasted so good as he sent Star on her way into squirting up the woman's chest and face.

The blonde's hips kept pumping against the hot flesh beneath her, getting the last bit of fluid out. Star looked down at the mess she made all over the poor girl. "Gah… ahhh!"

Once the deed was done, the Princess fell on top of the girl. Feeling arms holding her head in place and Marco on top of her, "HOLY FUCK AHHH… that… that was fucking… intense!?" Star said as she tied to regain control over her breathing.

Marco might have not been able to release yet, but the show they put for him had him ready to knock on that door. He pulled out from the slick pussy and held his cock tight keeping himself on the edge.

Star looked back at him, "Sho… should we give him… a hand?" She was barely able to keep her eyes open until she heard.

"How about… a mouth or two?" Kelly said as they smiled back at him. Marco stands up from the bed and placed his rod at their eye leave while they laid on their bellies. Each one takes a side as his hands locked their heads in place with his cock between them and he started thurts.

Star placed her tongue on the bottom while Kelly's placed her on top, his shaft made it trip up and down with a few times letting their tongues dances along the head together. They felt his grip tighten as he speeds up.

The girls couldn't hold back the gurgling sounds they were making as they looked up to him loving the taste, staring back at them was his need to unleash the beast. "HAAAA FUUUUU… HERE… AHHHHHHH I'M CUMMMMMING?!"

They witness his cream flying into the air and it was a mad dash on who would cap the mainline. They lightly shoved each other off, not letting a single drop go to waste. He felt their arms wrap around him keeping him in place.

"Nupfg… nooo ahhh… no more?!" Finally able to step back and falling onto the ground, the girls sit upon their knees. Marco watched as they cleaned one another off the mess he just made and that they loved so much right now.

They licked each other off like lioness coming back from a feeding endeavor, by the end. Their fingers were in the other's mouth looking over at the King of the Jungle ready to pass out on the ground…

"Ohhhh Marco~~" Star said so sexy as they stepped off the bed and pulled him up, he was framily planted on top of the blonde as Kelly curls up tight against him.

"Tha… WOOOOOOW… that was something else!" The last bit of his energy was spent giving his roar of approval.

"I'm glad... it pleases my King!" Star placed a kiss on top of his head as the sleep takes them.

Reaper- WOW… talk about a shock to the system, right? From the last chapter, you should have seen things leading it's way down here. I wasn't going to go all out seeing how this is a Starco story, but I couldn't let it go down that way.

Kelly needs more air time and I really think in our little AU, things would have really worked like this. I didn't want this to be a smut crazy thing, but I think we pulled it off tasteful and sweet.

It's not over yet…

Nicki Plague- Okay, hopefully, all this makes up for the initial bait and switch! Haha! I really think this is a very believable possibility in this little world we set up and I hope next chapter makes you forgive us for breaking someone's heart...