"Rei! Wh-What are you doing here?" Katsuro stumbled over his words, sitting straight up as Makoto gazed over to her friend that entered.

Rei slowly closed the door behind her, glaring at the two. "Makoto, how could you? You know he's taken right?" She spoke sternly, her arms crossed.

"I…I know, but I-" She was about to speak again as Rei approached them.

"I told Katsuro that if he ever had any tension he needed to release, to come to me…" She walked over to where Makoto was bent over, her hand slowly began to glide up her legs to her ass as she grabbed it tightly. "Then I come here to see you enjoying Jupiter's mouth all over your cock. What's a girl to do with this?" She asked, smacking Jupiter's ass as she moaned, arching her back.

"Rei…you're not mad? Or going to say anything?" Katsuro asked, surprised.

"Oh Rei." Jupiter moaned as she grabbed and slapped her. "I'm sorry, I didn't know you and hi-"

"Shhh. Shhh…" Rei's index finger placed over Jupiter's lips as her hand caressed her cheek. She motioned her lips to Katsuro's cock with her emerald eyes gazing up to her. "Don't worry about it. I don't mind sharing." She smiled to the brunette as she took him back into his mouth, sucking. She sat next to Katsuro, kissing into his lips. "Just make sure there's enough to go around." She began to remove her school uniform. She slowly moved Katsuro to lay down. "Now, taste me, eat me out like you did before…" She moved her pussy over his face as he wrapped his arms under her thighs, holding her ass cheeks and pulling it to his face.

He began to lick into her pussy, sucking on her clit. 'I can't believe this…both of them at the same time. Fuck Makoto's lips and mouth feel so good.' Rei's sweet pussy was soaking on his lips as she sat, back arched, her hands gripping her ass to spread herself over him more.

Jupiter changed back to normal so she could remove her school uniform. It was so hot to see Rei joining in, her breasts were so perfect and big. She watched Rei sucking his cock, leaning in to join, the two began licking all over him.

"You want to make Mako a woman?" She looked back to him with his face buried in her pussy.

"Mhmm…" His lips vibrated on her clit, causing Rei to gasp.

"Alright…" She moved off of him, to Makoto, helping her to turn around and bend over on her knees. "Mmm. She's soaking…" Rei slid her fingers into her pussy, playing with her then tasting her fingers.

"Rei…don't tease me…" Her voice was soft as she gazed back to the two. "I-Im ready, Katsuro."

"Here, let me help you two…" Rei took hold of his cock, leading him to her pussy as she rubbed the opening with his tip, listening to Makoto moan lightly. Slowly, he began to press in.

"Aaah! Its to big, I-I can't!" She began to wince, she was so tight, nothing had ever been in her before.

Rei went in front of Makoto, kissing into her lips. "It'll be ok." She kissed into her lips again as Makoto moaned and groaned into the kiss, feeling him moving deeper.

"Goddamn…Ma…koto…" Katsuro could feel her pussy hugging and gripping tight around him. Finally, with one forceful thrust, he could feel her all around his cock. "Fuck, there…" He began slowly thrusting, feeling her tightening around him.

"Haaah. Aaahh. K-Katsuro…is my…first…" She moaned, her emerald eyes rolling back slightly, feeling his cock beating into her womb. Her pussy was dripping all over him. Rei sat back against the arm of the couch in front of Makoto, gently grasping her hair to lure her lips towards her pussy. "Rei…" She moaned before licking into her. "Rei's pussy…" She gazed at it before closing her eyes, sliding two fingers in and sucking on her clit.

Rei moaned, arching back with her raven black hair flipping back. "Mako-chan…you might just give him a run for his money." She teased, grasping Makoto's brunette hair. She could feel her moans into her pussy from Katsuro fucking her.

"Mako's so tight, her pussy feels like it doesn't want to let go of me…" He began thrusting hard and fast, deep into her, he could feel her twitch and throb with each orgasm.

"AAAAAH!" Makoto cried out, her back arching, her long smooth, slender legs began to shake, almost not being able to hold herself up. He kissed around her neck as he thrust, grasping firmly to her perky tits as he pulled her up, sitting in his lap. His hands grasps her tits with her nipples between his fingers, thrusting deep and hard. "I-I want…you to fill me…" She managed to say between thrusts.

'Makoto…Jupiter's pussy dripping with my cum…' The thought of it was so fucking hot to him, how could he resist? He bit into her neck, kissing her then grabbing her hips firmly. Lifting her up and slamming her down on his cock, she screamed out in pleasure.

"Not fair…if you fill her pussy with your cum…then you have to do the same to me…." Mars said sternly, but still in a pouting tone. She got behind Katsuro, kissing around his neck while he fucked her best friend, her breasts against his back.

"Fuck, I can't hold it back anymore…" He groaned as he slammed her down onto his dick. She could feel it deep inside her, just in the right spot to make her scream with orgasm.

She could feel his cum pouring into her as she gripped her nails into his thighs. "F-Fuck, there…there's so much." She moaned, her body began to shake as his warm cum began to leak out around him, she was filled. He laid her down and pulled out from her, watching her pussy throb and pulsate, the cum dripping from her.

"Mmmm…I'll help that." Rei leaned down and began to lick up everything from Makoto's pussy.

However, Katsuro was still hard and erect. He didn't realize or remember, but Queen Serenity cast a charm on his cock. He looked to Rei's pussy with her bent over eating Makoto out.

"Well, that was fu-!" Mid sentence, Rei was cut off by something long and hard slipping into her. "Oooh…aaaah…Katsuro?" She looked back, his cock was thrusting deep into her. Fuck she missed this feeling from yesterday. Her violet eyes gazed back to him as he grasped her hair, pulling for her to arch back.

"I have something that might be fun…I haven't ever used it…" Makoto got up to go to her room. She came back with a dildo, and a smirk on her lips.

"Mako?! What are you going to do with that…?" Rei asked between breaths. Katsuro looked to Makoto with a nod. He then grabbed Rei, turning her to face him as he fucked her pussy, pulling her down to him with her ass pointed at Makoto.

Makoto slowly rubbed lube onto the dildo. She placed the tip at Rei's tight asshole.

"No, not there. Please, do-don't" She began to plead, but felt the big cock sliding into her ass. "AAAAAH! Oh fuck!" She screamed, it hurt but she loved this feeling, two cocks inside her at once. She felt Makoto moving it in and out, fucking her tight ass while feeling Katsuro's cock in her pussy.

'Fuck this is hot. Rei being stretched out in both holes at once, the way she's gripping onto me in ecstasy.'

"Oh god, I'm cumming! I-I can't stop!" Rei's pussy began twitching as she hit orgasm after orgasm at once, her cum dripping onto his cock. "I-I can't take anymore!" She almost began drooling, her eyes slowly rolling back. Her nails gripped into his shoulders below her.

Rei's tight ass gripped onto the dildo as she began to cum, Makoto couldn't even pull it out. "Damn Rei, your ass doesn't want to let go." She smacked and grabbed her ass firmly. "Katsuro…you should fill her pussy like you did mine." She teased, kissing Rei's ass cheek and grabbing it while she took his hard dick into her.

He could feel her body pouring sweat, her shiny raven black hair was almost covering her face. 'Fill Rei's pussy too…?' He began slamming his cock deep into her and out. She could feel his hard rod, hot and throbbing inside her. "Haaaa-Aaaaah" Katsuro groaned, thrusting his cock deep in and holding it, holding her down onto it as his hot cum unloaded into her womb, her tight pussy clenching around his dick as she took his entire load into her.

"AAAAH!" She screamed with pleasure, the cum dripping from her pussy as he pulled out from her. She was filled with all of him…it felt so amazing. Her head gently laid on his chest as she breathed heavily. Makoto slowly crawled to the side of him between him and the couch, into his arms.

The two began to kiss on his neck and body, and then their eyes met as they softly began kissing each other on his chest, the three holding each other in their arms.

'Thank god classes don't end for another hour. That'll be time for us to get cleaned up…and no questions asked.' He thought, laying his head back onto the sofa.