"Honoka...hey, Honoka, come on, wake up." Umi poked a dozing Honoka's cheek, and frowned as Honoka only responded by drooling a little. "Honoka please…"

"Don't worry about her," Kotori said with a laugh. "You know how she is."

Umi gave a long sigh. "Yes, but.." Oh gods, Kotori was right. This was pointless. Umi sighed and sat back. Never underestimate Honoka's ability to fall asleep at inopportune times. At least this sleepover would be slightly more mellow now that Honoka was down for the count.

"It's okay Umi-chan," Kotori said calmly. So calmly that the calm seemed to carry across the room and envelop her very being. Umi relaxed a little. Kotori always had that strange ability to calm anyone down just by talking. "Hey Umi-chan," Kotori said, leaning forward, "why don't we leave Honoka here and go take a bath?"

"You're welcome to use the bath at anytime. You know where it is."

Kotori smiled, and began to giggle. Umi's brow knitted in confusion. "Umi-chan," Kotori said, her voice low. "I said we. As in you and me."

Umi gulped. Okay, nevermind that whole calm thing. Now she was filled with a nervous energy, every cell in her body screaming that this was bad, bad, very bad. "Um...why, if I may ask?"

"Why not?" Kotori said as she looked Umi over. Umi felt he cheeks growing rather hot. Hm, she must be blushing. "We used to bathe together all the time."

"We haven't done that in years," Umi said, averting her gaze. Kotori's honey colored eyes were glimmering in a way that Umi wanted to pretend she didn't like, but in actuality thrilled her. The last time they had bathed together they had been children, innocent and free of out-of-control hormones. Kotori hadn't been too physically remarkable as a child, but the years since had done wonders for her. Her form had filled out nicely, giving her wide and enticing hips and a pair of breasts that looked as soft as the rest of her. Umi wasn't sure if she could handle the sight of that kind of beauty being bared. There was a tightness in her pants that reminded her of why.

"I know!" Kotori said. "It's been so long, it'll be just like old times!" Umi looked at Kotori again. There was a look on her face that suggested she wouldn't be taking no for an answer. "Please, Umi-chan? It'll be fun." Umi found something a little odd about the way she said "fun".

Nevertheless, Umi sighed in defeat. "Fine. But just this once."

Kotori beamed. "Great!" She said as she stood and clapped her hands together. "Come on Umi-chan!" Umi watched as Kotori dashed off in the direction of the bathroom, humming to herself. Why was she excited over a bath? Umi shivered slightly. She wasn't sure she liked where this was going. Or maybe she did. Her boner certainly suggested that she was more than okay with this. Umi swallowed hard before following after Kotori.

When she reached the area outside the bath she found Kotori's clothes already folded neatly in a pile. Kotori must already be in there, Umi thought as she looked toward the sliding door. She swore she could catch Kotori's silhouette, perhaps seated on a stool. Or maybe she was just seeing things. Umi shook her head a bit before undressing, all the while staring disappointedly at her erection, which would not go down no matter what. Umi sighed. How was she going to hide this? She sighed again before grabbing a towel and wrapping it around her waist. Swallowing hard one more time, she slid back the door and stepped in.

As she'd imagined, Kotori was seated on a stool, and seemed to be focused on washing her front. Very focused. Umi didn't miss the way she squeezed her breasts as she soaped them up, in what seemed to be an unnecessarily sexy manner. She was also sighing sensually, as if she pleasuring herself rather than washing up. Which she might as well have been, Umi thought as she watched one of Kotori's hands trail down her soft-looking stomach. Umi's hands subconsciously moved to cover her crotch, and that was when Kotori seemed to notice her.

"Umi-chan! You're finally here," She said as she continued to rub soap all over herself in that slow, exaggerated manner. It looked ridiculous and it made Umi's dick even harder.

"You act as though I somehow encounter trouble in the halls of my own home," Umi said, pulling up a stool and sitting down. Kotori had already filled a bucket with hot water for her (How thoughtful of her.), so she grabbed it and poured it all over herself. Although, considering her current state, she might've preferred cold water. She set the bucket to fill again before pumping some soap into her hand. She washed herself intently, purposefully avoiding looking over at Kotori and trying her hardest to ignore her boner. Unfortunately, it seemed she couldn't carry on like that forever.

"Umi-chaaaaaaan," Kotori said with a slight whine to her voice. Umi looked up, but still averted her eyes.

"What is it?" Umi's face felt like it was on fire, and she swore her fight or flight instincts were kicking in.

Umi heard shuffling off to the side, and it took everything in her power not to look. "Umi, I need your help. Can you wash my back for me?"

Umi's first instinct was to say 'no' and go back to washing herself. But that would be rude, and Umi was not a rude person. Perhaps a dirty, filthy pervert who had awful thoughts about her childhood friend, she thought as she finally turned her gaze towards Kotori's naked form. But rude? Certainly not. Her erection was almost painful at this point as she scooted closer to Kotori. Her hair was tied up, so the smooth, pale skin at the back of her neck was exposed. Umi grit her teeth before pouring out some soap into a trembling hand. Still shaking, she moved that hand and tentatively placed it against Kotori's back. Kotori let out a sensual sigh, and Umi jerked her hand away.

"Is something wrong?" Kotori said, turning back to look at Umi. Her expression at first seemed concerned, but Umi didn't miss the glint in her eyes. It suggested that Kotori knew exactly what was wrong.

"N-nothing," Umi said as she placed the hand on Kotori's back again. The smoothness of Kotori's skin caused her to gasp a little, and she was slow and cautious as she started to rub the soap into it. The noises Kotori was making weren't helping, little sighs and gasps that sounded way too sexual for someone just having their back washed. Umi's dick throbbed painfully as she continued to massage Kotori's pleasantly smooth skin, the soap rendering it slick beneath her hands.

"Mmmm...you're really good at this," Kotori said. Umi winced as her cock throbbed, and she swore she could feel precum leaking out of it. Her heart was beating in her ears now, and her face was scarlet. Kotori was winding her up. Umi had no doubt about that. It was killing her.

"I...uh...it's no problem," She stammered before grabbing the bucket again and pouring it over both of them. It rinsed off all the soap, but it really didn't help her feel any less aroused. In fact it only made her feel hotter. And things just got worse when Kotori decided to stand up, her big, thick ass right in Umi's face. Umi felt like she was going to die.

"Thanks for helping me," She said as she made her way over to the tub. She lifted one long leg over the edge, then the other, before sinking down into the water and sighing. Umi found herself unable to look away, and nearly had a heart attack when Kotori's gaze met her own. She made a beckoning motion. "Come on, Umi-chan."

"Um...no thank you," Umi said, her mind drifting her to her now painful erection. It was probably better if she stayed as far away from Kotori's naked body as possible.

Kotori frowned. "Why not? You're so tense, a nice soak should be good for you." Umi wanted to scoff. You know exactly why I'm so tense, she wanted to say, but instead she pursed her lips. She sent a silent prayer to whoever was supposed to deal with things like this as she got up, making sure to hide her erection. Slowly and carefully she approached the tub.

"Could you...could you look away for a moment?" Kotori gave a smile and nodded before obliging Umi's request, her back turned to her. Umi dropped the towel, her cock now free and seemingly relieved to be exposed to the air. Wordlessly she stepped into the tub and sat down in the water. She prayed again that Kotori wouldn't look down.

The good news was that Kotori did not look down. The bad news was that instead she scooted backwards until her back was pressed against Umi's front, and her ass was pressed against...oh no. Umi's face went bright, glowing red as it dawned on her that there was now no way Kotori hadn't noticed her boner. Great. Just great. Kotori didn't say anything, but she did seem to be taking quite some time to get comfortable in Umi's lap. Perhaps too much time, as the sheer amount of rubbing of Umi's dick against her ass seemed a little suspicious. It was also becoming too much for Umi to handle, as it took every ounce of willpower not to just start grinding.

Finally, after what seemed like an eternity of agony, Kotori finally stopped. She got up, her wet, jiggling ass now right in front of Umi's face again. Umi barely had the self control to avoid grabbing it before Kotori turned and bent over the side, and...oh gods. Umi was starting to worry that she might be dirtying the water with her precum, because everything was on display. Kotori was clean-shaven, not a hair to be found on her perfect pink pussy. Speaking of, Umi noticed a drop of liquid sliding down her slit. Judging by the way it seemed to hang for a moment before falling into the tub below, it could be concluded that it wasn't water.

Self control be damned. Umi had reached her threshold, and nothing could stop her now.

Umi rose from the water, cock standing at attention. She positioned herself behind Kotori, her hands finally sinking into those perfect ass cheeks. "Kotori, I'm sorry," She said before plunging into her.

Oh. Oh fuck. Kotori was hot and wet, and her pussy squeezed Umi's cock in a way that made Umi's mind go blank for a moment. Oh fuck. Acting on instinct, Umi pulled out and quickly slammed back in, causing Kotori to let out a loud, lustful moan. Umi thrusted in and out a few more times before noticing that Kotori was moving her hips in time with her thrusts, meeting each one. So this was what you wanted all along, Umi thought at the back of her mind as she started to pound harder, her pace becoming almost punishing.

"Gods, Umi-chan, yes…" Kotori slurred, rolling her hips against Umi's cock and earning a low growl from her in response. "Do me as hard as you can, I'm all yours Umi-chan!" Umi responded with a hard, sharp thrust, causing Kotori to yelp in delight. "Gods, you're such an animal!"

Umi sure as hell felt like an animal. Her mind was clouded and all she could think about was fucking Kotori until she was a crying, moaning mess, filling her up with hot cum. It drove her crazy, and what also drove her crazy was the feel of Kotori's soft ass in her hands. She raised one of them and brought it down hard, leaving a red handprint. Kotori yelped again.

"Ah! Do that again!" She said, her back arching. Without hesitation Umi spanked Kotori again, this time on the other cheek. She did this several more times, watching the flesh jiggle as her hand made impact every time. Soon Kotori's rear was a bright red color, and Umi couldn't help but give it a nice squeeze again. Oh yes, Kotori truly had a fantastic ass. She was so happy she got to appreciate it.

"Hey guys! Sorry I'm late, I fell asleep." The familiar voice caused Umi to freeze. She slowly looked up to see Honoka standing in the doorway, bare-ass naked. And her cock seemed to be actively hardening as she surveyed the scene in front of her.

Nevermind. Umi wanted to die again.

Kotori whined. "Why'd you stop? Keep going," She said, her tone slightly annoyed. Reluctantly Umi resumed thrusting, but this time at a much slower pace. What was Kotori doing? More pressingly, what was Honoka doing? Why was she just standing there with that confused look on her face and that...huge, meaty cock standing at attention? "Come here Honoka-chan," Kotori said, beckoning.

The confusion on Honoka's face intensified. "Me?"

Kotori gave a small laugh. "Who else?" Honoka shrugged before moving over and standing in front of them. Naked. With a boner. It wasn't like Umi hadn't seen Honoka naked before, but all the other times she'd been completely flaccid. Now her impressively thick cock was fully hard and standing straight up, and it was literally within arm's reach. What was happening? Umi got her answer when Kotori gave a long, slow lick from the base of Honoka's shaft all the way to the tip.

Ohhhhhh. Now she got it. "This is all very shameless of you, Kotori," She said, starting to resume her pace from before. Kotori just moaned, her mouth now around the tip of Honoka's cock. "I think you need to be punished for being such a shameless girl. Wouldn't you agree, Honoka?"

Honoka just shrugged. "I dunno. I don't think she really needs to be punished or anything, she's doing a pretty good job." Kotori currently had about a fourth of Honoka's dick in her mouth and seemed to slowly be easing more of it in. Umi just sighed and continued taking Kotori from behind.

"Nevermind. Just keep her mouth busy for me, okay?" Honoka just grinned and gave a thumbs up before placing her hand on the back of Kotori's head and thrusting her hips slightly. Kotori gagged audibly as she was unprepared for the sudden intrusion into her throat, but quickly adapted, now taking every thrust with ease. The sight of Kotori being facefucked by Honoka's huge dick was actually pretty pleasing to Umi, so she pulled back and started going deeper. Kotori gasped around Honoka's dick as Umi reached her deepest parts, pushing back against her. Umi groaned as she moved, still watching as Kotori was now deepthroating Honoka, thanks in no small part to the fact that Honoka was now gripping Kotori's head in both her hands and pounding away at her throat.

There was a pressure that had been building in Umi's stomach, something hot and tight that had been steadily growing more unbearable. Umi's rhythm was thrown slightly off as her mind started to haze over again, her climax growing closer. She plunged into Kotori again and again, feeling her grow tighter around her. So Kotori must be close too. Umi groaned as her pace sped up as much as she could, since Kotori was tightening up so much that moving was becoming a little more difficult.

"Fuck...you're good at this, Kotori-chan," Honoka said, panting. Her eyes were lidded and there was drool running down from the corner of her mouth. Kotori just moaned around Honoka's cock in response, the lewd slurping noises she was making mixing with the slapping sounds of Umi pounding away and the collective moans and grunts form all involved. "K-Kotori! Watch out I'm gonna…" Before she could even finish her sentence Honoka grit her teeth, and Kotori could be heard gagging as Honoka blew her load down her throat. Umi could see even from her angle the thick white liquid spilling from the corners of her mouth. Fuck. That was really hot. Too hot. Umi's eyes shut tightly as she felt herself going over the edge, pumping Kotori full of her hot cum.

"Yes...take it all...from both of us…" Her speech was slurred from sheer orgasmic pleasure as burst after burst of cum shot into Kotori's depths. She couldn't even hear any kind of response, too occupied with her own orgasm, busy erratically thrusting in and out of Kotori as she filled her up. Finally her movements began to slow and her vision began to clear, the sight of Kotori leaning over the side of the tub, her back heaving with every breath as Honoka stood over her coming into view. It then occurred to Umi what the hell just happened.

"W-wait! What did we just-" Umi pulled out in panic, a small stream of cum following. Oh gods, now she'd done it. She'd ruined her relationship with Kotori and possibly Honoka forever because she was thinking with her dick. Umi sat down in the water and curled into a fetal position, the magnitude of what she'd done now sinking in. "Oh gods, that was so…"

"Shameless?" Umi looked up to see Kotori sitting back down into the water as well. To her surprise there was a smile on her face, and Umi noticed she had an odd glow about her. "Relax Umi-chan, you did great." She leaned over and gave Umi a small kiss on the nose, causing Umi's face to erupt into a blush yet again. "Thanks."

"You're...uh...you're welcome." So this wasn't all over then? Were they still friends? Umi leaned her head back as she became lost in her own thoughts. Well, no, technically they weren't friends anymore, considering that friends usually didn't have group sex with each other. Friends with benefits, maybe? Definitely not girlfriends, since you needed to go on at least one date to be girlfriends with someone. It was a rule. And what about Honoka? Where did she figure into all of this? Was she friends with benefits too? Was she now friends with benefits with her two childhood friends? Actually that didn't sound terrible. Very shameless, but not terrible. Her train of thought was interrupted by a loud moan.

"God, Honoka, you're so big…" She heard Kotori's voice say. Umi snapped back to reality to see something that caused her dick to stir back to life again. At some point it would seem that Honoka had joined them, and now Kotori was bouncing up and down on her lap, riding her cock with the energy of someone who hadn't just been fucked hard only minutes ago.

"Yeah, I'm really proud of it," Honoka said in response, and Umi noticed how her hands gave Kotori's still red ass a light squeeze. So they weren't done, were they? Umi shuffled forward on her knees, reaching in front of Kotori to grab her breasts. Kotori gasped in surprise.

"Are you joining us Umi-chan?," Kotori said with a small moan as Umi positioned her cock between Kotori's cheeks.

"We're going to have a nice long talk after this, understood?" Umi was down for another round, naturally, but she wanted to sort out their relationships. But that could be done later. Now she was a little busy as one of her hands left Kotori's breasts to grab a bottle of soap. She poured some out on her hand again and rubbed it all over her cock.

"Are you gonna put it in her butt?" Honoka said, still thrusting up into Kotori. Umi shot Honoka an odd look but didn't deny anything as she lined herself up. It was good to see that she and Honoka were having similar ideas for once. "Cool, I've always wanted to do something like this!" Honoka gave Umi another thumbs up and flashed a bright, toothy grin before giving a particularly hard thrust, causing Kotori to moan loudly and slump forward. "There, go for it!"

Umi shook her head before sheathing herself into Kotori's asshole. She thought she was prepared for what she might feel (it's not like she hadn't done her own "research") but now that she was actually trying anal she was completely blown away. Kotori was so tight Umi wondered if she would be able to move, and the heat was almost unbearable. It turned her on to no end as she pulled out and slowly re-inserted herself experimentally, trying to get a feel for what she should do. She wanted to go as rough and as hard as she could like she had been earlier, but now that her mind was a little clearer she felt the need to let Kotori adjust. She continued moving at a moderate pace, trying different angles to see what worked and gradually increasing her speed, but she still moved with considerable caution.

Kotori groaned, and not in the hot way. In the annoyed way. "Come on Umi-chan, go ahead, don't hold back." Umi leaned forward so that her mouth was near Kotori's her.

"Are you sure?" She asked quietly.

Kotori responded by pushing back against her. "Fuck me like you were doing earlier! Do it as hard as you can!" There was serious passion and need in her voice, she almost sounded desperate. Umi smirked. Well then, she would be glad to give it to her. She took in a deep breath before slamming into Kotori hard, and the cry of pleasure she let out made it all worth it. Umi pulled back until only the tip was inside, and slammed back in again. Her thrusts were swift and hard as Kotori nearly collapsed in Honoka's arms, now robbed of the ability to properly ride Honoka and instead consumed by the sheer pleasure of her predicament. Honoka scowled a little before repositioning herself, Kotori now more or less straddling both of them as they thrusted into her.

Honoka and Umi eventually worked out their rhythms so that they could time each other's thrusts, each plunging into Kotori as the other pulled out. Kotori was a moaning, crying heap between them as she gripped Honoka's shoulders for dear life, and it didn't help that Umi seemed very focused on playing with her breasts, squeezing them and rolling the nipples between her fingers. This was a position Umi had never imagined herself in. Making love to Kotori on a bed full of rose petals? Maybe. Kissing Honoka passionately as they pleasured each other? More than once. But this? Ravaging both of Kotori's holes with Honoka and have it only be the second act of depravity to be committed within an hour? It had never crossed her mind, but if she was being honest, she loved it. She thrusted sharply into Kotori, feeling her squeeze down on her cock in response. Kotori was just making noise at this point, nothing coming from her mouth was remotely intelligible as they fucked her hard. Umi felt her own orgasm drawing close again, so she pressed herself against Kotori's back, going even faster and harder in a hurry to release.

"Honoka…" Umi growled. "Honoka...we're gonna fill her up so much…"

Honoka grinned as she thrusted hard. "Yeah, she gonna be really full…"

"Are you ready?" Umi sure as hell was ready. She was damn near ready to burst, and it was becoming almost painful holding it in.

Honoka nodded. "Yeah, I'm ready." She took in a deep breath before turning to look at Kotori's red, sweaty, tear-streaked face. "I hope you're ready, Kotori-chan." Kotori only moaned and grabbed at Honoka's hair in response.

That was as good a sign as any. Umi released for the second time that day, pumping her seed into Kotori's ass as though she were trying to knock it up. Honoka came as well, the sheer size of her load making Kotori feel incredibly tight as she reached her own climax. The three of them filled the bathroom with their screams and cries as hot cum flowed into Kotori with seemingly no end to it. It all couldn't have lasted more than a minute, but it felt to them as if they were like that for hours before they finally came down. They all collapsed on top of each other as soon as it was over, and lay there catching their breaths for a few minutes before finally pulling apart.

They sat quietly for a while, still a little too tired to do anything. It was Umi who was the one to break the silence. "We should change the water," She said, noting that it had taken on a slightly pale, milky color as a result of their activities.

"Oh...hm, we probably should," Kotori said, attempting to rise on still shaky legs. Umi quickly reached out to steady her. Couldn't have her fall and let this already interesting evening end on a bad note.

A loud snore caught both of their attentions. They turned to find that Honoka had once again fallen asleep, snoozing contentedly even as she sat in the dirty water. Umi sighed. "We're going to have to move her first," She said as she made her own attempt to get up. Her legs were surprisingly steady, considering that she had just had not one but two orgasms. As Umi dragged Honoka's dozing form out of the tub, the thoughts she'd been having earlier came rushing back. What would become of them? How would their relationship change? Her thoughts were interrupted by the feeling of a pair of lips against her own. Umi snapped back to reality to find that Kotori was kissing her softly, and she found herself kind of enjoying it. Before she could kiss back Kotori pulled away and smiled at her.

"We should do this more often," She said. Umi didn't miss the sly smile on her face.