Megan stays put with Lindsey's face in her bosom.

Lindsey looks around as best she can while still having to bend over the desk. She finishes by looking up at Megan's beautiful smiling face above her massive enlarged breasts. "Can you stay here a bit more?" She asks as she grabs both breasts and presses her face against the mammaries in front of her.

Megan caresses her hair and guides Lindsey's mouth to one of her thick nipples and encourages her to suckle, which she does to everyone's enjoyment. Our girlfriend looks at us, "Ok Kathryn, looks like you're up! You know, only if you want to play with the hot sexy woman and get her to scream for you." She says playfully with a wink.

Kathryn looks down at the gold painted body with the smudged black lines in appreciation before quickly moving back by Alison behind the bent over babe. Alison starts to step out of the way but on impulse Kathryn pulls her down for a quick kiss. After a moment of surprise the peck turns into a long French kiss with Alison's hands on Kathryn's upgraded Bubble Butt in Training and my friend's hands finding the taller woman's exposed butt with one hand and a full breast with the other.

When they break their kiss they stare at each other until Alison blurts out, "Yeah, Peach is the winner!" They both giggle with Alison's being the higher pitched Peach giggle. She turns Kathryn around to face Lindsey's rear, "Play time! Do your best!" With more giggling she grabs me for a long kiss too. "This is fun!" She pauses slightly, "Ok, my legs are jelly so I'm gonna sit back down and watch." She takes the few step to her chair and collapse back onto it with her legs spread wide. One hand goes to her lap and the other to a big breast to slowly play with herself. "Ooh yeah, I'm gonna watch Evie and Rick play with Anck-Su-Namun! I don't know how many times I've fantasized something like this!"

I'm seriously tempted to join her but Kathryn places a hand on my arm, "Umm, James? Can you maybe, umm..." she trails off into an unintelligible mumble with a bit of a blush. I know it's something she's probably embarrassed about so I place a hand over hers and rub it to calm her down. She takes a deep, nervous breath and what she says all spills out in a jumble, "Canyouplaywithmewhileipleasurelindsey."

I tilt my head trying to figure it out. I think I do but she blushes even more and repeats it slower, "Can you, umm, play with me. While I, umm, pleasure and play with Lindsey? If you want to." She blushes even more.

"I would love to pleasure my Captain some more!" I posture like a gentleman and give a little half bow and kiss her hand. She giggles at me until I reach out to give her breast a quick little squeeze.

She jumps in surprise, moans in pleasure, giggles more, and playfully punches my arm. "Jerk faced Nerf Herder!" She leaves a hand on my arm, "Play with me however you want. I trust you to stop if I say to. Just nothing with your, umm, you know."

"Aye aye Captain! Let me know if you want me to stop or you want more of something. And don't worry, I know you don't like cock and I won't ever do anything with you that way." I say sincerely while squeezing her hand.

"More for me!" Megan chimes in with a broad grin and a bounce of a massive breasts.

"And me!" Alison adds from her position on the chair. She deliberately spreads her legs wider almost as an invitation. Even Lindsey adds her desire for my cock. Her voice is muffled with Megan's breast as she wiggles her butt at us.

We all laugh a bit and Kathryn gives me a quick kiss before turning to Lindsey. She almost reverentially caresses the smooth golden rear in front of her before running her hand down to rub her fingers between Lindsey's dripping wet nether lips. Lindsey sucks in a breath in surprise and moans loudly against Megan. "Oooohhh fuck that feels good!"

Kathryn looks at me in slight confusion. "You have Magic Fingers for down there too." I say. Her eyes light up with realization from my words and probably the same subtle autopilot feeling I get as she starts to rub Lindsey's pussy more. I stand facing to the side so I don't hit her with my hard cock as I caress and rub her back and sides. She's happy with that only for a bit before she reaches back clumsily for my hand. She drags it around front to her perky breast where I automatically fondle and grope her. Her happy sigh quickly turns into a happy moan as I play with her breast. I just love the feeling of her in my hand and playing with breasts is something I don't think I'll ever get tired of. It's so sexy and arousing, especially in this public setting!

Wanting to do more I kneel behind Kathryn and reach around with my other hand to grab her other breast. I start groping and fondling her lovely orbs, loving the firm jiggling of them in my palms. I also love hearing her increased moans and feeling her body respond to my touch. She's obviously loving it too and she seems to unconsciously push her butt back towards me.

Feeling mischievous I tilt my head down and bite her smooth rounded flesh and get a loud, "Eeek!" from her. She glares at me briefly for startling her before she deliberately pushes her rear against me again. I keep playing with her breasts while leaning against her until Megan waves to get my attention. While Kathryn is focusing on Lindsey shee mimes licking something and points down. I don't quite get it so Megan points at me, raises her hand with two fingers making a V shape to her face and licks between them, and then points at Kathryn. She giggles when I finally realize what she means. I rub my hands down my friend's smooth stomach down to her slim hips and start kissing and licking and nibbling her backside. She moans and leans over Lindsey some as she keeps playing with the moaning golden woman in front of her.

I stop just shy of licking her backdoor when she tenses slightly. She looks back at me, "That feels amazing but I don't really like being played with right there. My, umm..." she blushes again.

Megan giggles at her hesitancy, setting her massive breasts shaking and wobbling with Lindsey's face tilted sideways against them. "So you're fingering a women after fingering another woman and playing with every set of breasts here and you don't want to say you don't like your butthole played with?" I ask her with another bite to her shapely butt, accompanied by more giggles from Megan and laughter from the other two women.

"Hey! I'm complicated! Just because I'm sexual doesn't mean I can't get flustered about certain things!" We all understand but we also all giggle a bit at her reaction with Peach's higher pitch very noticeable from the chair next to us. "Now if you're done making fun of me can you maybe lick, umm, my, umm... Eek!" I bite her gently again. "Nerf Herder! Just, just lick my pussy ok!" She says loudly with her face coloring again.

"Well, when my Captain orders it like that..." I say with another little nip before crouching down more and grabbing her butt firmly in both hands. It's not the best angle but I start licking away as she moans into Lindsey's back. Lindsey in turn moans into Megan's breasts as her pussy gets expertly played with. While great this position is a bit awkward. Athough thanks to succubi magic it isn't bothering my neck at all. The biggest issue is that I can't pleasure her as thoroughly as I would like to. I know a bit of a position change will make it better for her. After a bit of this I sit up and shift around.

"What are you doing?" Kathryn asks as I lay down behind her. "Are you sure you want to do that?"

I scoot upside down with my head right under her. "This way you can basically sit on my face while I can see your boobs, her boobs, and whatever you're doing to her. And I should be able to lick you better. I don't really see a downside to it." She hesitates a moment so I add, "Yes, I'm sure I want to do this if you're ok with it. Or I could get up and not play with you more."

Megan and Alison both laugh as Kathryn quickly kneels with her slim pale legs on either side of my head and I get an up close view of her pretty little pussy. She has smooth, slightly puffy lips and a little tuft of pale reddish strawberry blonde hair over an otherwise naturally hairless pussy. Her lips are already spread some in arousal showing off some bright pink in contrast to her pale, slightly freckled skin. I really like breasts but this is a great view too. "Whoo! Way to go James! Great idea!" Megan cheers me on for taking the initiative. "Ooh, I don't know whose place I want to be in more. How about we try both out later?" She asks with a mixture of her usual cheerful happiness with seductive charm.

I get an amazing view of both Kathryn's and Lindsey's breasts as my friend lowers herself slowly down on me. I bring my hands up to her slim hips to help steady her as she does. With my first lick I taste her clean, almost sweet, pussy. I've licked a few in the past but none of them tasted as good as Kathryn. I briefly wonder how much of that is natural and how much of that is the succubus magic at work.

That brief thought gets pushed out of my mind as Kathryn squeaks a little from my tongue lapping at her and she basically falls the rest of the way on my face. I can still breathe, barely, so I grab her hips more firmly to hold her in place and start repeatedly licking slowly and surely up her entire pussy. I mostly leave her clit alone for now and focus on pleasuring her whole slit as I spread her lips with my tongue. Soon I'm steadily lapping up her freely flowing juices as she shudders and shakes above me. The few times she's talked about somebody licking her it's always been with an air of disappointment. I'm determined to use my bit of natural skill, limited experience, eagerness to give pleasure, and whatever boost the succubi gave me to try to give her the best experience and most pleasure possible.

While I'm licking I get a great upside down view of Kathryn's breasts shaking as she trembles from my attentions while sliding two fingers inside Lindsey and starts fucking her. To top it off Lindsey's golden painted bare breasts are shaking and swinging in view too! This is amazing! I keep pretty much the same motions for a bit since Kathryn seems to really like it. Her moans are matched by Lindsey's muffled voice. I can only imagine what Megan's huge breasts look like in all of this.

I shift slightly and start to pay a little more attention to her clit. Not too much since I know people are all different in what they like. I add swirling my tongue around it a bit after licking up between her lips. Every time I do she shudders a little and her fingering of Lindsey falters or speeds up. Soon my whole lower face is covered in her juices as I enthusiastically eat her out and watch the show above me.

Kathryn stops fingering Lindsey and just keeps her digits plunged in as she almost desperately tells me, "Do that again! No not that... yes that! Oh yes keep licking right there! Oh yes! Just like that! Don't stop James! Don't stop!" She directed me straight to her little clit where she clearly wanted more attention. I stop licking her smooth lips and focus all my attention on what she wants, which seems to be pressing my tongue against her clit and swirling it around over and over.

I take a chance and close my lips around her and start gently sucking along with the tongue action. Kathryn tenses up before loudly moaning and half screaming from a powerful orgasm. My face gets flooded with her liquid sex as she bucks against me. Without even realizing it I hold her hips firmly in place so I can keep licking and sucking. I can even feel her pussy twitch and spasm on my tongue and face as I work to prolong her orgasm.

I sense a subtle change in her sounds and body movements and ease up my sucking and licking. She partially collapses against my face and Lindsey's rear as she gasps for breath. I'm treated to the wonderful sight of her firm C cup breasts shaking and jiggling as her chest heaves. From somewhere I can't see I hear Princess Peach exclaim, "Alright! Beautiful! Excellent! Pass it to me! Pass it to me!" followed by Alison more in her normal voice, "That was amazing to watch! I want to have James do that to me and I want to do that to you Katrhyn! So sexy! Wow!"

"I know, right?" Megan adds. "I can't wait until I get to try both of them like that too! I would get down there right now but somebody doesn't want to let go of my big boobs." Lindsey gives a muffled affirmative since it seems her mouth is still full of breast flesh.

I finally realize I'm pulling Kathryn down tight and relax my grip and help as she sits up slightly. I can breath better now but I definitely didn't mind her staying on me. She's recovered enough to stay upright well enough, "That was amazing! You all have to try him out! Seriously! So good! You somehow have almost jedi skills! You said you haven't had much experience but you're no padawan when it comes to licking pussy!"

She straightens up slightly picking herself off me slightly so she can refocus on Lindsey. "Lindsey, ready to have another screaming orgasm? I hope?" Lindsey nods, making her breasts sway. Kathryn starts fingering her faster and harder and I can sort of feel her being guided by the succubus magic the way I get guided on playing with breasts.

Apparently Lindsey wants it a little rough right now because Kathryn really starts giving it to her. I'm enjoying the upside down show when all of a sudden my cock gets engulfed by wet and warm. I moan and twitch and grab Kathryn's cute little butt as the mouth on my hard member starts sucking and tonguing me as a firm hand grasps the base of my cock. I can't see who it is but the accompanying cute little Peachy grunts and moans tells me Alison wanted to join the fun again.

I enjoy getting sucked on and moan slightly while I watch in amazement as Kathryn adds a third and fourth finger to Lindsey's pussy. I wonder how far she'll go when she pulls her hand back a little, and adds her thumb. She folds her small hand so it's pointed in a way I've only ever seen in lesbian porn. My cock throbs as she slowly works her hand back and forth, in and out of Lindsey's pussy until with a loud groan from the bent over woman Kathryn gets pretty much her whole hand inside.

Lindsey's body shakes from the intrusion but every sound she makes is encouraging. I watch in amazement as my petite friend starts pumping her hand in Lindsey's completely stuffed pussy. It almost looks like too much but Lindsey's rapidly increasing muffled moans and screams tell me it's what she wants. Kathryn makes cute little grunting sounds too as she works Lindsey and I relax my hands slightly to caress her hips and butt. Her sexy little smooth pussy is only a few inches above me and I still have an amazing upside down view of all the action. Well, I can't see the action of Alison on my cock but it feels fantastic!

Soon Lindsey's moans and screams suddenly shift to partially muffled long, loud screams. Her whole body shakes again from another powerful orgasm. The different view from down here means I get to see her amazing golden breasts wobble and shake around before she falls forward against Megan and they disappear from view. I still see Kathryn's perky breasts though. And her huge, goofy smile as she pulls her hand from Lindsey's pussy. Almost like she forgot she's still straddling me she licks her hand to taste Lindsey before reaching down and playing with herself right in front of my face.

All the sights and sounds and everything has me right on the edge again. Alison must realize that because she does something to increase her pace or something and I grunt and moan from my own orgasm. I accidentally pull Kathryn back down and as I ride through my orgasm Kathryn rides me again. I moan against her sensitive smooth pussy and she falls forward against Alison's golden rear.

Our various moaning and grunting is broken by Megan's happy laughter, "That was amazing to watch! I loved feeling everything that happened bounce down the line to me. It's like the best conga line ever! You are all so much fun!" Yep, that's our cheerful girlfriend "Ok, who's going to take my place so I get my turn playing with Lindsey?"