Slumber Party at Brie Larson's

I stood at the edge of the bed while Brie got on her knees next to Lily opposite me. Brie opened the bottle of oil in her hands, and then began to drip a tiny trail of it along Lily's back and onto her ass and thighs. Lily squealed and giggled as she popped one of her legs up, but settled back down as Brie put her hands on her back and began to rub the oil into her skin. I joined in, putting my hands on Lily's shoulders and beginning to firmly massage. I would've started at her ass, but that was literally the first place Brie went to.

The two of us began to work Lily from top to bottom. I went down her shoulders and onto her back, while Brie kneaded her ass and down her thighs. Lily gave a quiet moan of relaxation as she melted into the bed. Brie looked at me with a pleased grin on her face, and then nodded at the toy I had brought with. I quietly picked it up with one hand while running the other down Lily's back. Brie was easing Lily's thighs apart by gripping them in both hands and pulling them to the side by kneading her muscles. I held out the toy to Brie, and she ran her hand over it several times, getting it slick with the oil we were using. Then, Brie ran her hands back down to Lily's thighs, this time rubbing up the inside of each one.

"Mmmm..." Lily quietly moaned as Brie's hands went up her inner thighs and teased the outside of her pussy.

I watched with the toy on standby as Brie continued. One hand stayed on Lily's thigh, and the other began to rub Lily's pussy very slowly. I had to move my head to confirm she was touching Lily at all. Brie gave her pussy a very light rub with two of her fingertips, going in a circle and barely applying any pressure. The tease was still enough to get a reaction out of Lily. I looked down at her, and her mouth was open, whether in a muted gasp or to breathe deeply through her mouth. Brie looked at me as she bit her lip, and then nodded.

I turned on the toy, clicking the button once for the lowest setting. A quiet buzz started as I moved it down between Lily's thighs, and began to press it against her pussy. Lily let out a sudden breath as the tip touched her pussy, and I saw her thighs tense up. Brie rubbed her hands down Lily's legs and then back up to her ass, holding onto her as I continued. I let the vibrator run up and down Lily's pussy, sending light vibrations through her but at first not fully penetrating her or pressing it against her clit.

"Oooo...mmm..." Lily was mostly silent, reacting mostly through tiny twitches of her body.

As I was moving the vibrator back and forth, Brie reached down and rubbed her finger along the opening of Lily's pussy. There was a slight moan as Brie barely inserted her finger into Lily. Brie pulled it back and showed it to me, nodding with another smirk. I began to push the toy against Lily's pussy, until the rounded tip pushed her lips open and began to slide inside her. Lily moaned louder as the buzzing continued in her pussy, and I began to tease the toy back and forth. She still had her eyes closed, but her head was turned to the side and her mouth was open.

Brie saw that Lily's mouth was open too, and nudged me with one hand before pointing it out to me directly. She took control of the toy, and then mimed a blowjob motion. I left her to it, because that was the realization that my cock was rock hard and suddenly desperate for more attention. Brie turned up the vibrator a notch, and Lily reacted with her entire body. She twitched once, and her hands gripped the sheets as they rested near her hips. I stepped to the side, and began to move my cock towards Lily's mouth. As soon as it touched her lip she realized what was happening, and her mouth opened wider as well as pushing her tongue out. Brie turned the vibrator up again, and I began to slowly thrust my cock into Lily's mouth.

"Mmphmph..." Lily moaned quietly as my cock filled her mouth.

She was definitely relaxed to the point where all she was doing was holding her mouth open. I pushed it in slowly, feeling the tip slide over her mouth until I was pressed against the back of her throat. Then I would pull back, and do it again. Brie meanwhile was teasing the toy inside Lily, and continually switching it up. She would push it in and then rub it against Lily's inner walls, then slowly pull it out so the vibrations ran through every inch of the inside of Lily's pussy, and then she would rub the tip of it right up against her clit. It was during one of those moments that Lily's reaction started to turn.

"Hooo-ohhh..." Lily's breathing was getting faster, her moans wavering a little. "Oh god..."

My cock was right outside her mouth as she said it, and she not only allowed her mouth to hang open after she did, but she stuck her tongue out again as well. I slid my cock back in, and Lily moaned again as she started to bob her head back and forth. I put my hand on the back of her head to hold her in place, and began to thrust into her mouth a little faster. Brie was also picking up the pace, cranking up the vibrator again and pressing it squarely on Lily's clit. I was looking back and forth between Lily's mouth taking my cock, and her ass shaking a little as her body reacted to the vibe with tiny jolts.

"Oh my god!" Lily's head suddenly shot up, craning toward the ceiling as she moaned again.

Brie was looking at her as she bit her lip. clearly pleased with herself as she grabbed Lily's ass with one hand and worked the vibrator on her clit with the other. Lily's moans got louder as she began to push herself up off the bed. Her head and shoulders lifted off the bed as her back arched. She had an amazing look of ecstasy on her face, with her eyes rolling into the back of her head and a funny little grin on her face. Lily flopped back down flat on the bed.

"Don't stop..." Lily whined. Brie didn't.

Lily's arm then flew out, blindly grabbing for me. Her fingers hooked along the back of my thigh, and she pulled me in again, opening her mouth and waiting. I shoved my cock back in and Lily closed her lips around it as she began to moan louder. Her fingers tightened on me as I fucked her mouth faster. I could hear Lily making little whimpering moans through her nose as Brie rubbed the buzzing toy against her clit. Then Lily started to orgasm.

Her hips pushed down into the bed as her body tensed up. Then they began to press backward against the toy Brie was using. I stayed in her mouth the entire time, holding where I was as I felt Lily's jaw drop open as wide as possible from the hard moans she let out.

Lily was left flat on the bed after her orgasm, shaking slightly and trying to catch her breath. Brie climbed off the bed and stood next to me, looking very pleased with herself. I put both hands around her waist and pulled her in for us to kiss, while Brie reached down and slowly stroked my cock. My hands moved to Brie's ass as she did, and I started to kiss down along her neck.

"Can you and I fuck now?" I whispered into Brie's ear as I rubbed one finger over her pussy to confirm she was as turned on as she seemed to be.

"Fuck her some more," Brie said with a grin. "I have to get something."

Brie walked past me as I slumped my shoulders. My eyes went to Brie's fit, athletic legs as she crossed the room, and for a moment I was sorely disappointed that I didn't get to fuck her right then and there. That disappointment only lasted until I turned back around, and saw Lily. She was still on her stomach, but her crawled further up the bed in order to lay her head on a pillow. Which meant that I got a straight-on view of her entire body from her feet up to her hair. My eyes of course lingered straight on her ass, leading me to climb back onto the bed after her.

Lily's head turned as she saw me coming toward her again, and her lips curled into that cheeky smile she always had. I climbed on top of her from behind, feeling her thick ass underneath me. I leaned down and turned my head, and Lily and I began to make out. I could still feel the heat pouring off her from before, as Lily's orgasm had left her flushed. It only made it hotter to press my body into her from behind. I broke the kiss and got onto my knees behind her. Lily turned her head and looked back at me from behind, brown strands of her swaying away from her face as she breathed hard in anticipation. I grabbed my cock and moved it down between her thighs, and began to move it up towards her perfectly thick ass. Lily parted her legs just enough to reveal her pussy, and I pushed the tip of my cock inside her.

Lily's mouth was agape at first with a sharp gasp, but then her lips curled right back up into a smile. I sank my cock in the rest of the way as I leaned back on my knees and began to fuck her prone. Lily's ass and hips made for the person handles, allowing me to grab and get all the leverage I need to start thrusting hard and fast. Her moans started just as hard, loudly filling the room until Lily dropped her head down into the pillow underneath her. Muffled cries struggled to make their way out of the pillow, but I could definitely hear how much Lily loved it.

Lily lifted her head up as I went down, laying on top of her as I continued to thrust into her pussy from behind. Her wonderfully round ass made it so easy to thrust down into her as hard as possible. Every one of my moves was cushioned as my hips crashed into her. I brought my mouth back to Lily's neck and kissed it several times, until she turned her head to kiss me again. She moaned into my mouth as I rammed my cock into her more, and then I got back on my knees. Grabbing her ass and pulling myself into her felt too good to stop.

"Ahem," Brie said behind us. "My turn."

Lily and I looked to the side as Brie rounded her bed and stood beside us. She confidently strutted forward, hands on her hips to show off what she had gone to retrieve. Hanging at Brie's pussy, held in place around her hips with black straps, was a black dildo. I pulled out of Lily and scooted back from her, giving Brie the space to do whatever she wanted. Lily sat up onto her knees and brought one finger to her mouth.

"How do you want me?" Lily gave a breathy whisper as she bit the tip of her fingernail seductively.

Brie bit her lip with a grin as she joined us on the bed. She and Lily grabbed each other and made out on their knees, before Lily made more of a move on Brie. She kissed down her chest, giving extra attention to Brie's tits, and then bent down lower. Lily's mouth went to the dildo Brie had on, and began to suck it to lube it up. Brie grabbed the back of her head and pumped it a few times before looking at me.

"Ok I see why this is fun," Brie snarked as she looked at me, handful of Lily's hair tangled in her fingers.

"Well, different kind of fun for me, but you know," I shrugged.

"That's true," Brie pointed at the headboard of her bed for me to sit.

I did as she gestured, sitting back against the top of her bed. Brie then shifted as well, getting behind Lily and beginning to turn her with her hands. They kissed a few more times, and then Brie went behind her and grabbed her shoulders. Lily allowed Brie to lower her back down, which put her on her stomach right in front of me, and put her head perfectly level with my cock. Lily grabbed the shaft as she pushed out her tongue, and then rubbed the tip on her tongue.

As Lily began to lightly flick her tongue against the tip of my cock to tease, Brie got into position. After swooping her hair back over her ears, she grabbed the cock and got on her knees behind Lily in the exact same prone position I did. Brie giddily bit her lip as she aligned the dildo with Lily's pussy, and then moved her hips forward to guide it in.

"Ohhhh..." Lily moaned from her already open mouth.

Lily went from that first moan, to wrapping her lips around the tip of my cock and beginning to bob her head up and down. I sat back against the top of Brie's bed, relaxing and enjoying the sensation. Brie began to thrust into Lily with the dildo, grabbing her ass just as I had done. Brie's pace was much more phrenetic. She would thrust three or four times with a steady pace, and then she would randomly ram Lily's pussy 10 or 12 times in a row with rough thrusts. Whenever she did that I would feel Lily react with my cock in her mouth. She would suck hard, but stop moving her head so she could really focus on the feeling of Brie's toy filling her up.

Brie was having a ball. The grin she had on her face as she fucked Lily prone was a mile wide. Her hands were grabbing Lily's ass, but I could tell that she was pulling it back so she could get a better look at her fake cock stretching out Lily's pussy. I was enjoying the attention I was getting from Lily's mouth, as she kept dutifully bobbing up and down, but watching Brie was just as entertaining in a different way. At one point, Brie pulled out of Lily's pussy, and the amused giggle she let out was possibly the cutest thing I had ever seen.

"Umm, wow," Brie giggled as she ran her fingers along the dildo.

"Is she wet?" I asked.

"Umm, this thing is fucking coated," Brie giggled again, and then slapped the dildo onto Lily's ass.

I reached down and pulled Lily's head up with both hands. Lily panted, with her tongue hanging out and trying to stay with my cock.

"Do you like when Brie fucks you?" I asked Lily.

"Uhhuh..." Lily said, still panting.

"Do you like when Brie does this?" Brie asked, just before she slapped her hand down on Lily's thick ass.

"AH!...uhhuh..." Lily said quietly. "Don't stop..."

"What was that?" I asked Lily as I lowered her back down onto my cock.

I grabbed her head and pumped it on my cock several times, going low and feeling Lily suck hard. While I was doing it, Lily moved her hands down and grabbed her ass. She lifted her hips as she dug her nails into her skin and pulled, revealing her pussy to Brie more explicitly.

"Don't stop..." Lily said between mouthfuls of cock.

Brie quickly shoved the dildo back into Lily's pussy, grabbing her hips and hoisting them up higher so she can thrust directly into her more easily. Lily bobbed her head up and down again, sloppily sucking my cock and moaning. Brie began to go to town, railing Lily's pussy from behind so hard and so fast that I could hear the sound of her hips clapping into Lily's ass. I stared at Brie as she did it, watching her tits shake from the full force into it. Lily's mouth opened wide, with my cock half in it, as she let out one long, sustained moan. I grabbed her head and pulled her back down before it was done, cutting her off and sending her into a frenzied series of strokes with her mouth. Lily went up and down deep, moaning with her eyes closed.

Brie finally stopped what she was doing and paused, breathing heavily. Lily kept sucking a few more times, and then popped her mouth off to switch to licking the tip of my cock with her tongue.

"I've got an idea for something else to try..." Brie said with a mischievous grin on her face.

Lily and I let Brie call the shots once again. Lily stayed right where she was, all she had to do was move enough to allow me to slide in underneath her. Lily went on all fours as Brie waited behind her, rubbing Lily's pussy a little. Once I was in place, Brie made more adjustments. Namely, setting Lily down on top of me and shoving my cock into her pussy. Lily moaned as I filled her up and pulled her down on top of me, wrapping my arms around her shoulders. We started to kiss as Lily started the slightest of movements to ride my cock. It was slow, but I was sliding deep inside her with the heavy movements of her hip. Meanwhile behind Lily, Brie was opening a bottle of lube and squirting some onto the toy hanging down between her legs. Then, Brie stopped Lily's movements again.

I kept thrusting upward as Lily started to get into it. Her breathing got louder, and she dropped her head down to kiss along my chest. I glanced up at Brie while I had the angle. All she did was give me a wink, and then hunched down toward Lily's ass. While I was thrusting up into Lily's pussy, I felt a second sensation; Brie's tongue. Brie licked up my cock as it slid into Lily's pussy, and then she kept going up. Lily's head went up, her eyes wide with surprise again as Brie's tongue went over her asshole. Lily and I were still a moment as we felt Brie moving again. She placed her legs on either side of me, but inside of Lily's, and then went to her knees behind Lily. Then one of Brie's hands went to Lily's ass, while the other gripped her strapon.

"Oh my god..." Lily said blankly. It wasn't an exclamation of pleasure. It was a realization of what was about to happen.

I watched Lily react as it did. Brie took her strapon toy cock and began to push the tip into Lily's ass while I was still inside her pussy. Lily's eyes went wide, and her face began to contort from the sudden pressure.

"Relax..." I whispered up to Lily.

I put my lips to her neck and began to lightly kiss. Brie pushed it in farther, and Lily gasped again. I looked up over Lily's shoulder, and Brie was holding Lily's ass with both hands, slowly but forcefully pushing the cock in. Lily's eyes went wide, and her mouth dropped open further as Brie continued. I slowly eased my cock up and down in Lily's pussy, prompting another tiny moan from Lily, until we heard Brie.

"Theeere we go," Brie said with a giggle. The toy was all the way in Lily's ass.

"Oh my god," Lily said in disbelief. She still looked shocked, but the expression on her face advertised that it was in the most pleasant way possible.

"Oh my god for real," Brie said as she squeezed Lily's ass with both hands. "She loves it."

"Go like, really slow," Lily said as her eyebrows raised for emphasis.

"Mmhmmm..." Brie hummed as she bit her lip. She pulled her hips back, taking the toy with her a few inches. Then she began to ease it forward again.

"Hooohhh fuck..." Lily lurched forward a little as the toy started to move into her ass.

I joined in, slowly thrusting my cock up into Lily's pussy. I had to stop myself from going any faster, because Lily's pussy was absolutely dripping. But, I wanted to match Brie's pace. Lily was holding her hips just a few inches above me, so I didn't have enough room to fully pull out and thrust back in, but sinking the last few inches of my cock into her again and again still felt amazing, especially when it was accompanied by the feeling of Brie thrusting into her at the exact same moment. Lily's face stayed right above mine as she stayed lowered on top of me. I leaned in to occasionally kiss her neck or even her lips, but the rest of the time I was too enamored with watching her expression as she reacted to both sensations.

Brie leaned down at one point, draping her torso over Lily's back and causing Lily to wince. She rested her chin on Lily's back and looked down at her with a smirk.

"How you doin, beautiful?" Brie asked casually.

"Hah...uhh...yeah..." Lily sputtered out as she tried to catch her breath during the pause.

"You want it a little harder now?" Brie asked.

"Okay," Lily said with a cheerful sigh.

Brie kissed down Lily's back several times as she straightened back up, and then clapped her hands down on Lily's ass again. Then, without a moment's hesitation, Brie thrust her hips forward with a hard stabbing motion. Lily's body jerked, and she cried out harder. I started again as well, thrusting my cock upward with a more deliberate pace. Lily's cries put Brie more into it, and Brie moved her stance for more leverage. She kept one knee on the bed, but popped her other leg outward and planted her foot to the side. Then her hands moved to Lily's hips to grip, and she began to thrust harder.

Brie and I double-teamed Lily as she struggled to stay in the position that allowed us both to fuck her. Lily was squirming and twitching as one cock or another thrust into her, and the sounds she was making made it all the better.