Tomboy Makeover Pt. 01

"She just is." Sophia wiped her cheeks and laid her head against Alex's shoulder, kissing the lean curve of her bicep. "Mmmph. Your arms. Could... you flex for me?" Alex obliged her, despite her limbs still feeling weak, and Sophia let out a low noise. "God, yes." Her lips pecked at the skin again, then she pushed herself up to give her full attention to the muscle, kissing and licking it as she had with Alex's abs. Alex just watched her, nonplussed and a little embarrassed. Before she could say anything, Victoria leaned in close.

"If you're feeling up to it, it's our turn now. Want to return the favor...?"

"Uh..." Alex felt herself tensing up again, the wonderful exhausted relaxation of her orgasm fading away as new anxiety trickled in. "I- I haven't, before, but I can try..."

"Oh." Victoria giggled. "Sorry, you were so into it that I kind of forgot this is your first time with girls. We can do something easy." She trailed a finger over Alex's stomach absently as she thought. "How would you feel about Sophie riding your face?"

Alex pictured that and immediately blushed, a shiver running through her body. "Um. I'd... like it."

"Good," Victoria said, grinning at her reaction.

"Is- Is that easy, though?"

"It's hard to do it wrong with Sophie. You'll see." She traced her finger further down Alex's body, her voice turning low and sultry. "And how about me... fulfilling my original offer?"

Her original offer... showing me 'how to moan just right' with a strap-on. Alex quivered again, her chest tight with excitement, and managed a faint "Yeah."

"Mmm..." Victoria gently scraped her nails up Alex's midriff before shifting off the bed and standing up. "You get all that, Soph?"

"Mm?" Sophia glanced up from Alex's arm with a blank expression.

"You ride her face, I use a strap-on?"

Sophia seemed to replay the last minute of conversation in her head until understanding suddenly dawned. "Oh. Oh! Yeah, sorry. I was zoning out."

Victoria laughed, turning to go to the closet. "You get really deep into it sometimes, huh?"

"Yeah," Sophia said, and flushed as she noticed Alex staring at her.

"Um..." Alex said, curiosity winning past her other emotions. "Why do you... like to do that?"

Sophia looked away, her hand still resting on Alex's damp bicep, and mumbled, "Well... I..." She struggled to find words for a few moments and was rescued by the return of Victoria, who climbed onto the bed wearing nothing but a realistic flesh-tone dildo harnessed to her hips. Alex stared at that instead, her heart suddenly thrumming as Victoria settled between her legs.

"I can tell her if you want me to," Victoria said to Sophia, stroking Alex's slightly trembling leg. Her girlfriend nodded, not meeting either of their eyes, and Victoria leaned over Alex, the strap-on pressing up between their stomachs. Quietly, she explained. "She's kind of submissive, if you couldn't tell. She likes to... I guess the right word is worship people. You've got some fucking sexy muscles, I don't blame her."

"But-" Alex said, shivering underneath her as Sophia's lips returned to her bicep. "I don't... I'm not..." She faltered, unsure of what she was trying to say.

"You feel like you don't deserve it?" Victoria asked, and her lips quirked at Alex's nod. "Trust me. If anyone does, you do, and if you let her she'll convince you. I thought the same thing when she first did it to me, but after a couple hours you start feel like a goddess."

A couple hours...? Alex swallowed hard, imagining Sophia working her body with those soft lips for hours on end. The fantasy lasted for a few moments before Victoria sat back and patted her girlfriend on the head.

"Hey, Soph. You gonna take your pants off?"

Sophia pulled away, blinking, then laughed at herself. "Oh, yeah." She lay back on the bed, kicking off her tight jeans as Victoria took Alex's thighs, pushing them further apart. She rubbed two fingers through her folds for a moment, getting them slick before slipping them inside. Sophia waited by Alex's head, trading upside-down kisses with her friend as Victoria gently thrust her digits, working her open. Although her orgasm had already made for very nice preparation, it was still a while before Victoria was totally satisfied with how ready Alex was. The head of the dildo just slipped through her folds on the first pass, but Victoria repositioned herself and tried again, this time making Alex gasp as she was stretched open. The fake cock wasn't huge, but it definitely wasn't small. She appreciated being made ready even more as the shaft slowly sank deeper, making her bite her lip and squirm. It didn't hurt; it was just overwhelming to be so full.

Sophia straightened up, shuffling forward so her thighs were on either side of her friend's face. She was dripping wet, and the scent of her musky arousal filled Alex's lungs, clouding her mind with lust. She could feel dampness on her cheeks and heat radiating from the swollen flesh barely above her mouth. As Victoria bottomed out inside her, Sophia leaned forward, planting her hands on Alex's chest and lowering her hips to grind into her mouth. After a moment of hesitation, Alex held out her tongue, licking through the slick folds above her as they were thrust against her face. She wasn't entirely sure what she was supposed to be doing, but the taste was much better than she had expected and she eagerly lapped up more, trying to pleasure the woman who had done the same to her.

"Ooh," Sophia cooed, her arms buckling slightly as Alex ran her tongue over her clit. "Are- Are you sure this is your first time? Fuck- mm..."

Alex couldn't respond, smothered in her heat and her head spinning as Victoria pulled back, leaving her achingly empty. Then the strap-on was pushed forwards again, and she moaned into Sophia's lower lips, her hips lifting slightly. She struggled to keep using her mouth as Victoria worked into an easy rhythm, sending pulses of breathtaking pleasure through her body every time it pushed into her at the right angle. Eventually, Alex found that she could just hold her tongue out and Sophia would happily grind into it, gasping and tensing above her as wetness covered her face.

"Hnng- Vic-" Sophia groaned, leaning forward even further. Victoria met her lips in a messy kiss, muffling her girlfriend's noises as she continued to thrust into Alex. Her hands shifted to hold her friend's hips, her pace gradually becoming faster until their bodies were slapping together each time they joined. The other end of the strap-on was rubbing against Victoria's clit, and soon all three were moaning, the hot, aching tension building in each of them.

Sophia was the first to come, clamping her thighs around Alex's head as her clit was licked. "Fuck fuck fuck- yes, yes, like that, like that, fuck, fuck-" She collapsed forward, clutching at her friend's sides while her legs spasmed and tensed, overwhelming pleasure rocking her body as a flood of hot liquid filled Alex's mouth.

Being trapped in wet, breathless darkness by a woman's twitching thighs while trying to swallow her juices was not something Alex had ever expected to enjoy, but combined with a perfect thrust she found it pushing her over the edge. She let out a muffled cry into Sophia's clenching folds when the second orgasm of the night ripped through her, legs wrapping behind Victoria's back and holding her close as she clamped down around the shaft. The shuddering waves of bliss were all she could focus on, until her need for air started to outweigh even that. She struggled under Sophia's weight, frantically patting her side as a mixture of pleasure and oxygen deprivation made her lightheaded.

"God, both of you come so hard," Victoria panted, amused. She gently pushed her girlfriend backwards, allowing Alex to take a desperate heaving breath.

"Oh," Sophia said, suddenly mortified as she realized what she had been doing. "A-Alex, I'm so sorry-"

"It's- okay-" Alex managed between gasps. "I- I liked it-"

Sophia and Victoria exchanged looks. After a moment, Victoria pulled out of Alex with a wet noise, unbuckling the harness around her hips.

"Soph, you want a go?"

"Sure." Sophia took the arousal-slick strap-on that her girlfriend offered, starting to put it on with shaky hands. "I'll- I'll need a minute before I get started, though."

"Okay." Victoria looked over to Alex. "You want to sit this round out? You look... well, like you had Sophie sit on your face."

Her tongue was sore, her entire face felt like it was wet, and she was still trying to breathe normally. She nodded, and Victoria chuckled.

"You know where the bathroom is? You can wash up a bit if you feel like it."

"Sounds... good." Alex stood up on unsteady legs, swaying a little.

Victoria turned to Sophia, who was flopped on the bed and still panting. "Ready yet?"

"Are- Are you kidding?"

"Well, I can't wait anymore. Just lay back and I'll fuck myself silly on that thing."

"Alright..."

Alex heard Victoria start to moan as she stumbled out of the bedroom, making her way down the hall. She flicked the lights on in the bathroom and stared when she saw herself in the mirror. Her makeup was absolutely ruined, smudged all across her face, and even her hair was wet with sticky juices. Running the taps, she bent over the sink and splashed her cheeks with cool water, chasing away the heated flush of arousal from her skin and wiping it clean with a hand towel.

As she looked up, she caught herself smiling.

There's still room to continue this night if people want to see more. All comments and criticisms are welcome.