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Onced upon in Wonderland	By : Kris Category: M through R > Once Upon A Time Views: 6109 -:- Recommendations : 1 -:- Currently Reading : 1
Disclaimer: I do not own Once Upon a Time in Wonderland, nor the characters from it. I do not make any money from the writing of this story.

Chapter List
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Lizard took Alice by the hand and started walking backward across the field, smiling at her with a luscious grin. Deeply curious, Alice followed, returning her smile. But she stopped after just a few steps.
“Let me take my boots off,” she announced while sitting down in the soft grass to pull them off. It was a pleasantly warm day and the midday sun invited for a lightening of the outerwear. “I think I’ll go barefoot so I can feel the soft grass with my toes,” she declared decisively.
In fact, the tights had become very uncomfortable to wear. The soaked cotton clung unpleasantly to her now very sensitive pussy and painfully pulled into her still protruding folds with every step she took. She had realized after two steps that she could not walk far like this.
After her boots were removed, she spontaneously and roll them off her pale, slender legs.

light pink lace gown.
“Splendid idea, Alice!” Liz encouraged her, hoping for some forbidden glances of Alice’s pale, slender legs. She looked on in amazement when Alice, who sat facing Liz, actually started to pull on her tights with a complete lack of inhibition. Leaning back on her elbows she casually lifted her hips to pull the tights down over them before rolling them down her legs. Liz' eyes couldn't resist staring at her legs for furtive peaks up her skirt, but guiltily glanced up at her face in regular intervals to ensure she was not caught ogling.
With some surprise Liz had quickly realized when first fondling the attractive brunette's pussy that she obviously wasn't wearing anything beneath her tights. Despite that she was now struggling to maintain a casual and somewhat uninterested expression while satisfying her curiosity. She couldn't prevent her eyes from widening, though, when she saw Alice reveal herself in her plain view. Her legs were closed at first, giving Liz a good look of her nicely curved hips and upper thighs. But when Alice had rolled the tights down over her knees she pulled first her left foot, then the right one up to her hands to peel off the stockings. With girlish innocence she spread her thighs wide for this and Liz found herself staring straight down at her bare pussy. It was covered in a thin patch of soft, short reddish-brown down that didn't do much to conceal the slightly puffy lips. She could even make out the remnants of the glistening sheen that had visibly soaked her tights a short while before.
Stuffing her tights into her boots, Alice enthusiastically beamed up at Liz and bounced to her feet. Liz smiled back with a light blush, uncertain if Alice had caught her leering, indeed uncertain if Alice's behavior was perhaps more unabashed than innocent. She joined in, though, with Alice's delighted laughter as her bare toes brushed through the leafy grass and clover.
"Come," Alice squealed, enthusiastically jumping from foot to foot as she shouldered her boots and grabbed Liz's hand, "show me some onceing."
Liz picked up her improvised walking cane and, with a broad grin, pointed out the direction to Alice, again following her a few steps behind.
Their walk took only about half an hour. Liz found it increasingly harder to peel her eyes off Alice's slender long legs. Her pink lace gown reached down about a third of her thighs and Liz had again resorted to using her walking stick to teasingly lift the skirt and expose the top of her thighs and her naked tight ass cheeks. Alice no longer fought these intrusions, but rather seemed to use them for a flirtatious tease by swaying her hips a little more then usual.
Liz found herself quite horny by the time they crossed a small hill and reached a river. It flowed slowly and seemed shallow enough to wade through, so she decided to follow Alice's lead and rid herself of her leather pants and boots. She placed them in her cape which she rolled up and knotted tight across her back. Then, playfully splashing at each other they waded into the river. The water was cool but not unpleasantly so, and it was deeper than it had first seemed. Liz yelped when, about half way through, they suddenly stepped waist-deep into the water. She felt a cool torrent wash up between her thighs, soaking her panties. After the initial shock, however, she welcomed the chilling effect it had on the heat between her thighs.
They continued on, spreading their arms to allow their hands to float on the river surface. Only two steps later though, they lost ground under their feet and sank neck-deep into the water, forcing them to swim the remaining short distance. Soon they regained their footing and waded out of the river, dripping puddles of water as they climbed up onto a sunny green meadow.
"Well, that was fun," said Alice, shivering slightly and squeezing the water from the tips of her hair.
"We should take off our clothes so they can dry in the sun," Liz suggested, surprised by her own daring.
Then surprised again when she saw Alice immediately starting to open her dark red leather vest. Liz decided to help her out of it and proceeded to undo the delicate panel of buttons of the pink lace gown down Alice's back. When she neared the last buttons at the small of her back, Alice suddenly fell still, crossing her arms in front of her chest while allowing Liz to complete her task. When she felt the last button open, Alice turned her head towards her dark haired friend. Their eyes met and Alice's gaze revealed a deep tension in her, a longing to explore her new-found sexuality mixed with her inexperience of what to expect next and a sudden self-awareness and hesitation to break the taboos of the unspoken social norms that she had been raised with.
Seeing this surprised Liz somewhat after their intimate encounter just an hour earlier. But she also found it exciting and decided to play on this tension a little longer. She lightly placed both her hands flat on her naked back and felt a shiver of excitement ran down Alice's spine. The she pushed them upwards in soft strokes, caressing her soft skin while slowly peeling the gown off her shoulders in a massaging motion. The gown was now held in place only by Alice crossed arms. Drawing her close by her now exposed shoulders, Liz pulled herself up against her back. Alice's eyes now contained some anxiety but she also saw an urge in them for her to continue. Liz subtly leaned in, closing the remaining inch or so between their lips until they met ever so softly. Breaking their gaze, Alice closed her eyes and gave in to her longing. Her lips opened inviting Liz' tongue to play with hers, exhaling sharply when their tips met in a brief, sensuous play before melting together in passionate gyrations. Alice lifted her hands to clasp Liz' head, allowing her gown to slowly slide down off her body, exposing her to the warm sun and to the appreciative touches of Liz' experienced fingers.
Liz allowed her fingers to slowly caress along the underside of Alice's raised arms and down onto her chest. She gently grazed her finger tips past the soft outsides of her breasts, circling underneath them only to cup them in her open hands. She found them firm and modest in size, fitting nicely into her palms. A soft moan into their deep, insisting kiss rewarded her when she started to gently knead them in her fingers before capturing both her nipples between her thumbs and fingers. They were delightfully large, extending about an inch from their base, and fully erect and stiff from the chilly bath they had just stepped out of. Leisurely tugging on them and brushing her fingers across them to bend them every such way, Liz thoroughly enjoyed exploring this stark contrast of hard and soft in Alice's tits and felt encouraged by her increasing whimpers.
After some minutes of bliss she disengaged their kiss and turned Alice around to face her. Their eyes remained locked when Liz reached for her lover's hand and, turning it palm up, very slowly pulled it between her thighs. She saw confusion unfurl in her gaze as the intent of her gesture dawned on Alice. Or rather it was fear, no, guilt of again overstepping the unspoken norms of her prior life. But she also saw a desire in them, and when her fingers first touched the drenched fabric of her panties as they clung tight to the folds of her lower lips, her lover gasped lightly while her eyes saccaded back and forth between Liz's face and her almost transparent wet slip. Then they remained glued to the forbidden triangle where her fingers started cautiously exploring. Curiosity had won.
Liz gave her an encouraging smile. Her lover's hesitating touch electrified her and she had to inhale sharply. She released Alice's hand, allowing it to venture on its own, and hooked her thumbs into the sides of her slip to pull it down over her hips. Letting it drop to the ground and, stepping out of it, she parted her legs two feet wide to feel Alice's timid virgin touch on her naked pussy. Her lover's nervousness was palpable from the way her fingers cautiously explored it. It felt new, and exciting, and audacious, to both of them. Her middle finger had found Liz's slit and traced upward along its length in excruciating slowness. It stopped its travels entirely, centering directly on top of her clit, and Liz soon started to feel her blood pulse rhythmically through her sensitive nub under this very subtle pressure. She couldn't suppress a low moan, and her hips involuntarily started a slowly gyration against Alice's fingers.
In a quick and smooth motion Liz stripped the red-brown leather top up over her head, arching her back and exposing her naked breasts as her arms stretched out high above her head. She also made sure to give her hips a slight forward jerk, pushing Alice's fingers to invade between her craving lips and, breaking this slightest of seals, dip into the warm puddle of wetness that had formed behind them. Even before she could free her head from the tight neck opening she felt a second hand on her right breast, cupping it softly. She halted her struggle briefly, allowing Alice to fondle her breasts while she was helplessly caught arms and head in her inverted top, then leisurely emerged out of her leathers with a sly smile: hot, soft lips had just closed around her freezing wet nipple. The sudden scalding hotw sensation made her squeal - and bend backwards further to lift her tits up, making it more convenient for her lover to lavishly feed on her. Her smile widened as she relished the firm suckle of an eager set of lips. Curiosity had definitely won!
"The other one wants some too," Liz said after some minutes with a grin, slightly turning her torso right to encourage Alice to switch. She did so in a heartbeat, welcoming the new icicle of a nipple to nurse on with generous laps of her tongue. She also remembered her finger embedded between Liz's puffy lips and allowed it continue its long, slow strokes along the well lubricated slit, eliciting a long moan from her new friend. She continued for a few seconds before allowing Liz to gently nudged her off her nipple. Slowly straightening herself, she admired the look of Liz' slim body and her perky tits, only slightly smaller than her own and glistening from the generous nursing, before locking her eyes again with Liz' in an longing gaze for more.
Both girls now stood naked facing each other, their chill from the bath quickly relieved by the heat of arousal. Leaning forward, Liz gave her a demanding, messy kiss and Alice obliged, welcoming the intruding tongue in the soft and velvety embedding of her own, then instinctively closing her lips around the firm, phallus-like intrusion and starting to suckle it playfully. Liz moaned again, the sound muffled by their engaging kiss. Continuing their playful back-and-forth of dominance she pulled Alice to the ground to lay on her back while pushing herself on top and spreading her thighs apart to rest her knees between them. Alice's hand was still trapped on her pussy.
After a moment of adjustment where both focused on the wild chase of each other's tongues, Liz felt her lover's fingers starting to tease her more assertively, firmly massaging her clit as it grew more erect. She opened her eyes to meet Alice's in a smug grin as she felt two fingers slide lower, then bending inward as the reached her entrance. There they hesitated briefly while Alice readjusted her shoulder downward to gain the leverage she needed to slowly push in her fingers past the second knuckle. Her grin vanished, replaced by an uncertain look, as if questioning whether she had gone too far. It eased into a warm smile when she saw Liz's eyes flutter and her jaw open to emit a soundless moan. Liz lifted herself up to hover just inches above Alice. She angled her hips just right, then worked to push herself greedily onto the intruding fingers. Their breasts were still touching and started to sensuously rub one another as she began to slowly hump the long, slender digits.
She moaned again, louder this time, when Alice suddenly shrieked and scooted up some inches, pulling her arm back to lean on it as she sat up at an angle. She gaped in alarm between her legs which were now spread wide open. Liz quickly sat up on her knees, following Alice's gaze between her thighs where a round, pale-brown thing, less than half an inch in diameter and about 2 inches long, was pointing straight upward. It had a rounded cap on its top that bulged a little over the shaft below it, giving it a distinctly phallus-like shape. The shaft seemed to have grown out of the ground from between the dense green grass exactly where Alice had been sitting.
"What is that?" shrieked Alice, clearly alarmed. "I felt it push my buttocks apart! Why must it grow right here where I am sitting, and right at this time?"
Liz leaned forward, wrapping her hand around it and, placing her thumb on the cap, started to slowly stroke it. It was her turn now to grin mischievously at Alice.
"We're on the Phallus Field", she said. "These mushrooms grow when they sense an opportunity to couple. That is how they spread. Their spores are everywhere here." They both looked around them, where the rolling hills of lush green meadow, interspersed with occasional large, solitary oaks, spread across several smooth hills towards the horizon.
"Seems this pasture has seen its share of fun recently", Liz suggested with a naughty grin, pointing to a couple of nearby patches of shriveled, dark, and unsightly mushrooms. "People come here on special occasions. It can be quite a treat if you're in the right mood for it"
Alice sat openmouthed as her initial shock gradually morphed into astonishment. Her attention returned from the field back to the phallus between her legs. Her mouth remained open but showed an intrigued smile now as she sat up straight to join Liz in examining the mushroom with a delicate touch. The phallus twitched at the added intention and Alice laughed in disbelief.
"Look, it just grew a bit," Alice noticed with her entire focus on this new toy.
"They grow when rubbed, and they're quite flexible when fresh," Liz explained, bending the phallus towards Alice until it touched the light patch of hair above her wide open pussy. Leaning forward on her elbow, she then took the mushroom between her lips and pushed it into her mouth a few times while letting her tongue twirl it generously. It grew another half inch from that. When she released it the well lubricated cap glistened in the midday sun.
She pushed it again towards an astonished Alice who leaned back slightly, again supporting herself on her arms, but rounding her back and rolling her hip forward to watch the tip of the mushroom slide between her gaping lower lips under Liz's gentle guidance. When it touched her clit she gasped audibly, then held her breath while she watched - and felt - Liz slowly rubbing it left and right across her tender nub.
"Mmmmmmhhhh...that feels..good!" Alice moaned, hearing her own voice break up on the last word which came out more like a voiceless sigh.
"Raise your leg," Liz encouraged her with a nudge beneath her left knee. She obliged, awkwardly lifting her left leg a foot in the air and squealed when it required her to rebalance, pushing her clit more forcefully against the firm, velvety cap of the mushroom. Liz smiled in excitement, quickly swiveling her right leg around and underneath Alice's raised one, pulling it back down across her upper thigh. Then, leaning back a bit, she lifted her other leg over Alice's right thigh and scooted forward until their groins touched, trapping the mushroom shaft between them. It twitched visibly and Alice gave out a lout gasp.
"Oh my goodness," she whispered, her shocked eyes locking with Liz's in hope for some guidance. Her head was spinning from all the sensations and she knew she had long lost any judgment of what was or was not appropriate. But it felt so good.
"This is not dangerous, is it?" she tried in one last attempt to appease her voice of reason, now echoing faintly from a far away island in her mind. Her eyes briefly shot down to the light brown cap that obscenely bulged out between their meshed groins, then back up at her friend.
"Of course it is," Liz tempted her with a impish smile without moving for a few seconds. When she didn't pull back she knew Alice had realized the silliness of her question. Liz provocatively ground her pussy slowly against Alice's by way of the phallus between them and watched her eyes widen. She felt the shaft expand a little more, causing herself to inhale sharply. Mmmmm....this DOES feel good she thought to herself. She repeated the circular motion with her hips, gradually increasing speed.
Alice's mouth opened and her breathing became audible as she started to match her friend's lewd motions with her own. Hot sparks tingled through her body, all emanating from the focal point in her pussy as it so delightfully pressed and rubbed against the still thickening and very hard shaft - and against her much more experienced lover. Their rhythmic grinding grew faster, and the tingles in her belly suddenly intensified to a crescendo that robbed her of her breath for a few seconds. With her mouth wide agape she felt a monumental wave of pleasure discharge itself into her body, making it twitch and writhe out of her control, forcing the air out of her lungs in a loud wail of lust.
Liz had been riding herself hard, just beneath the edge of her own orgasm. This moment was for Alice, she was intent on letting her set the pace for their climax. And fortunately, Alice conveyed her state of arousal plain for all to see who cared to watch. Her breathing had grown more ragged after she had let her head fall back. When her taut belly started to contract more irregularly, Liz readied herself, and when she seized breathing, Liz went in for the final stretch, angling her hips just so the fine texture of the stiff shaft rasped delightfully along her swollen clit. She almost matched Alice's climax, cumming only a few seconds after her young friend with equally loud cries. She also felt the subtle pop of the membrane at the apex of the mushroom's cap and the rush of liquid seed as it pumped through the central shaft and rained down in globs of thick white mess onto both their naked bodies.
#######
His head shot up. The wind had carried two girlish screams across the fields from the west. Ambush? An accident? Or perhaps...
Never one to pass on an adventure, he had to inquire further into the matter - and being the gentleman he was, offer any help imaginable. He started sprinting across the field in the direction of the source. After a minute of running he came up a gradual incline and slowed near the top, not wanting to rush into some unforeseen scuffle. He cautiously peered his head over the hilltop to survey the situation. Two figures sat facing each other about 150 yards away, down near the river bank. Apart from that he saw no one, and the two of them seemed calm. But where were their clothes? A robbery?
Or perhaps a trap! He decided to get closer and spotted a large oak tree standing perhaps 15 yards away from them. Perfect vantage point if he could get there undetected. He doubled back around the hill and used the cover of the tree to approach unseen. Quietly climbing up a few branches of the oak, he found a branch that would provide a good vantage point, and settled in comfortably. Scanning the scene before him, his jaw dropped immediately.
#######
Both girls let themselves fall back into the soft grass, catching their breaths and feeling the residual twitches of each other's pussy while their consciousness slowly returned to the here and now.
Liz was the first to sit up. She giggled, looking at both their spent bodies, entangled legs, and the mess at their juncture, including the now shriveling mushroom which had grown to a full 12 inches but was now limply bent over, resting on her left thigh. It still twitched lightly, and a final droplet dribbled out of it, joining the puddle that had formed in the shallow concavity on the left side of her pelvis, between her pubic bone and the base of her thigh.
Alice raised herself on her elbows and grinned back. Then she discovered the white gobs on her breasts and belly, scooping some of it with her fingers to inspect it more closely.
"Try it," Liz suggested, "some folks would die for a taste." She watched while Alice rubbed it between her thumb and fingers, then held it to her nose and eventually carefully touched her tongue to it. Her eyes lit up on her first taste.
"Its salty," she observed, "and tastes....rich." She inserted her fingers in her mouth and sucked them clean with an approving look. "I can see why they might fancy it," she said, helping herself to another scoop.
Liz smiled to her. "It's their spores. They reproduce this way. Make sure you leave some on the grass before you eat it all." she grinned. "We don't want to spoil the fun for others".
They enjoyed the blissful moment for a while, when Alice suddenly gave out a delighted squeal. "There's another one, pushing between my buttocks again," she exclaimed breathless and in a high pitch.
"There's one between mine as well," Liz countered, wiggling to accommodate, then smiling as she had an idea. "Time for some onceing!" she announced excitedly while releasing the lock of her legs behind Alice's back.
"Get up on your knees," she ordered and they quickly untangled their legs and kneeled, sitting back on their heels facing each other. She had her thighs spread wide while Alice's pose was much more modest, leaving just enough space between her knees to accommodate the newly grown mushroom without touching it. It looked small compared to its sibling, even as it deflated fast a few inches away, and was mirrored on the opposite side between Liz's thighs by an equally small sprout, both of them about 2 inches of height.
"Spread wider," Liz nudged Alice, who wiggled her knees a little farther apart. "As wide as you can!"
She prodded Alice's thighs apart with the back of her hands and watched as hers hip began to tilt back in response to her changing pose. Her pussy, gleaming in wetness, now stretched open wide and pointed straight down at the tip of the shoot. Liz took hold of the shaft, massaging it slowly as Alice looked on in curious excitement, not knowing quite what to expect. As it slowly grew, she pushed it between the inner lips of Alice's pussy, covering it generously in her slick juices to her craving moans. A moment later it settled snug at the entrance of her vagina and Alice gasped aloud, jolting her hips up a few inches.
"It's pushing...inside!" She gasped in sudden alarm. Nothing had ever gone there before in all the 19 years of her young life. She hadn't even allowed her fingers to explore any further than the outer rim of this forbidden cavity. Images of her spying on Nurse Emma came to mind again. The doctor's thick, fleshy thing pushing into her between her thighs - it had to have gone somewhere she realized. And the lust she had seen on the nurse's face as it happened. As she was still rationalizing she felt the mushrooms cap on her entrance again - it had either grown very fast, or her body was again way ahead of her mind and had slowly settled back down on it in the silent longing to be ... onced.
"Don't you want it to?" asked Liz, realizing that Alice was already carefully pushing down onto it. Holding the shaft firmly in place she heard the deep breath Alice took as her entrance first stretched for the bulge of the cap to push inside her, then contracted around the slightly thinner shaft that followed, preventing it from slipping out again on its own.
"Does it feel good?" She asked.
"Immense!" Alice breathed huskily with a wide, excited smile. She held still for a moment, allowing both body and mind to adjust and come to grasp with the unfamiliar situation.
"It's so thick!" Her curiosity had returned and she turned to inspect the junction of her vagina and the light, pale-brown shaft inside it. Slowly, and watching closely, she lifted herself up a bit, savoring the stretching sensation, then lowered back onto the shaft with a delicate whimper. It sunk in only about an inch before she felt a resistance. Hadn't the doctor's thing been many times that in length? And hadn't he pushed into the nurse very fast and deep?
"I don't think it goes in any further" she observed, raising questioning eyes to Liz.
"Mmm, this is your first cock." Liz explained, her hands holding both the shaft as well as her friend's left hip.
"...Cock" Alice repeated the word to help memorize it.
"Not literally," Liz continued, "its what you call the thing that men have here." She touched her pussy with her flat hand. "They use it to fuck women with it when its stiff. The resemblance to these mushrooms is close enough, though." Alice blushed a little, thinking back to what she had seen between the Doctor's legs. Now it had a name.
"The first time you push it past where it is now, it will open you up. It is going to hurt a bit, just briefly, before it starts to feel really good." She held a firm gaze with Alice's eyes, watching her brows furrow in fear and instilling the confidence she needed as her body continued to follow its longing. Holding the shaft firmly in place she felt it tense as it strained her cherry from the insistence with which Alice pushed down her hips. Then she suddenly plunged down on the shaft to a sharp whimper, and Liz felt the shaft tear through, releasing the tension. She let go of it, knowing it firmly and securely in position now, tending instead to the neglected, budging phallus beneath her own pussy, massaging it into shape before mounting it. A shudder ran through her body as it slipped inside her, and she barely managed to restrain a deep moan, firmly grasping the stiff shaft with her vagina while pushing down on it.
Alice's eyes were squeezed shut as she held still to absorb the sharp pain for some moments. They shot wide open the next second from feeling the phallus twitch in a spurt of growth inside her. She stared intently Liz, but her mind was clearly preoccupied in a far away place between her legs. Slowly she started to move her hips up and back down, cautiously exploring the new sensations, sorting the pain from the pleasure, increasing the depth of her impalement with each try. Her eyes started to flutter as the pain first turned to numbness, then dissipated entirely. She moaned loudly when the swollen cap first hit the end of her canal, and started to fuck the full length of the shaft with increasing vigor and speed, continuing to moan each time she bottomed out.
Liz increased her speed as well, trying to match that of Alice. She leaned forward to place her forehead on her friend's shoulder, offering her support which Alice took with gratitude, clutching her arms around her in a tight embrace and pulling their shoulders together to bring both their necks to rest against each other. She felt the shudders that rippled through Alice's body with each downward thrust. Feeling the girth to which her own phallus had grown, she admired Alice's tolerance in her first try. It would soon grow uncomfortably thick.
She reached down for Alice's pussy and started to lightly brush her finger across the now swollen and exposed clit, mimicking the rhythm of her thrusts. Alice's torso froze instantly, and after two more thrusts she exploded in violent shudders, sending loud cries of release across the pastures. Her arms clenched Liz even harder, firmly anchoring their bodies together as the moves in her hips, torso, and thighs grew more ragged and uncoordinated, thrashing around wildly while cramping down punishingly on the steel-hard impalement deep inside her. A few seconds later she shrieked in dismay as the felt the phallus ejaculated its spores deep into her in forceful and abundant squirts.
The phallus inside Liz came as well, as if somehow linked. Feeling the forceful gush hit her deep inside sent Liz over the edge in her own climax, flailing her hips down hard on the shaft. She moaned loud next to Alice while continuing to hump the firm phallus.
They rode out the pleasurable crest until their fatigued bodies collapsed sideways, where they rolled onto their backs, breathing hard and letting their arms and legs fall limp in the grass. The cocks, thick as they had become, had disengaged with a light pop and Liz felt the gooey fluid slowly trickle out of her.
"The spores....It's drooling between my buttocks," Alice commented with a light giggle. "It pumped so much of it inside me."
"If I weren't so tired I would eat you out right now," Liz replied with a jaded smile. "lick all the cum right off your sweet pussy."
Alice squirmed a little, imagining her lover's head between her thighs and the pleasure her experienced tongue promised to offer. Then, with a daring smile she turned towards Liz and, combing her hair behind her ears, started to cautiously lick a glob of cum off her belly. Looking up to Liz her smile widened to a grin while her tongue remained extended out with its tip covered in white.
"You must be holding the record for fastest leap from virgin to an obscene fungal cum slut," Liz chided with a disapproving shaking of her head. The she grinned: "So tell me, is the vintage agreeable?"
Slowly Alice rolled her tongue up between her closing lips and theatrically savored her bounty. "Splendid quality, and most palatable! So very noble of you to be personnaly serving me this delightful desert," she responded before extending her now clean tongue out flat and wide to lap cat-like at Liz's belly.
Several more globs stains were meticulously cleaned while she gradually moved her licks lower down the abdomen. On certain sensitive spots, where Liz's hips started to jerk, she let her tongue teasingly linger for a moment beyond what was strictly necessary for a thorough cleaning. The sound of the accompanying sharp gasps from Liz were just too enjoyable to let pass. They quickly turned into a whiny mewing when her tongue neared the top of Liz's slit.
In a smooth motion Alice climbed between her lover's keenly admitting thighs, crouching on her knees and shins. For a moment she stared in awe at the gaping wide pussy. She had never seen one before apart from her own, let alone intimately kiss one that so lewdly and impatiently splayed out just inches away, beguiling her with an alluring aroma of pussy fluids mixed with freshly deposited spore cum.
Her hands started massaging the ground on either side of Liz's hips, where immediately small protrusions formed as she had hoped they would. With her fingers busy, Alice plunged her tongue at Liz's core and was instantly greeted by a surprised shriek and two strong thighs that fiercely clutched her head. They relaxed again in time, and anxious fingers dove into the scalp of her red-brown locks, pulling her face into firm contact with the pussy. She lapped a wide flat tongue up the length of the slit, from bottom to top, to a profound shudder through Liz' frame. While she swallowed the enticing nectar, her lips closed around the still-swollen clit to give it a couple of soft suckles and a rub of her tongue.
"Ahhhhhhh...," Liz moaned, not noticing how her fingers had cramped on her lover's skull.
Alice pushed her tongue downward, then speared it firmly inside the tense canal, bathing it in more of the juice mix. With her nose she pressed up against the clit, keeping it under pressure to further moaning from above while lapping at the cum flowing out of the deep vagina. After two more stabs of her tongue Liz convulsed in another orgasm, quieter this time, accompanied by a long voiceless sigh. Her vagina twitched and cramped under the stimulation, which helped produce a steady flow that Alice thankfully devoured until it was fully drained.
Releasing her nose wedge, she cleaned up the any remainders with a couple of lavish laps when she felt a new mushroom cap present itself to her lap from below.
"These insatiably horny little buggers," she murmured with a grin, giving it a tender lick while Liz reflexively writhed her soft flesh against it. Not surprisingly, it only grew more prominent. Meanwhile, Alice's fingers had nurtured their small protrusions into handsome staffs of 3 inches length, enough to wrap them in her fingers and thumbs for some further stroking.
She closed her lips around the mushroom's cap, delicately sucking it deeper into her mouth while teasingly poking her nose into Liz's warm and slick canal. It twitched in response, and Alice noted with surprise that those in her hands did as well. She also felt something just barely touch her pussy. Pushing her hips lower with an obvious suspect in mind, she squealed in delight when the new sprout pushed between her lips for her to masturbate on while generously lubricating it.
"Another one?" Liz asked with a slightly husky voice.
"Ooohhhh My Gooddd. Mmmmhhhh....it hit a perfect bullseye!"
"I seem to remember hearing complaints about them not half a blink ago." Liz snickered. "Now I have to wonder who truly seems to be the horny bugger?"
Alice blushed at the insinuation, halting her hips momentarily. But the burning urge in her pelvis to continue quickly overwhelmed her. Instead, she attempted a halfhearted distraction: "Just how do these horny pricks even know so precisely where to grow?" She asked and couldn't suppress a low moan as she angled her hips to rub her succulent clit against it.
"Blind luck! In fact ... two of them actually chose my ... armpits!" Liz giggled a bit breathless as she worked her hips against the quickly growing pole between her legs. "I shall hardly call that precise." She nonetheless indulged in their behavior, keeping her elbows closely pressed to her sides and enjoying the erotic dominance with which the blunt bulbs took possession of the dark hollows that formed hence.
"And one in my cleavtshhh!" Alice added, fumbling the last word while impatiently mouthing the phallus again. She bent down low, firmly wedging her breasts between her thighs. A cock had started to push into the tight crevice from below and now squeezed itself between her soft tits. The cum that had splattered on them before now actually lubricated the forced passage quite well.
Alice loved the molestation these phalli subjected her to. She began to worship them by rocking her body back and forth, taking the front cock deep into her throat in one moment, then rolling back against her heels to feel the rear cock drive deep inside her, while the one slithering between her tits performed a remarkably pleasurable massage. Her hands held on tight to their shafts, which had grown such that her fingers didn't quite completely wrap around them anymore. She used them now more to stabilize herself as she struggled to cope with the sensational overload in her various bodily cavities.
After a few more wags of her body, the cock in her cunt bottomed out. She mewled in arousal and felt it twitch, stretching her wider and deeper with its growth and forcing her to lift her body to accommodate. Her rocking grew faster, grinding the cock's girth deep into her vagina while a sudden tingling surged in her belly. Muffled whimpers escaped her throat, now stuffed with a thick prick that wedged her jaw open achingly wide. They grew to a needy whining until the tingling crested, flooding her body with a wave of release more intense than she had ever felt. Wild spasms rolled through her forcing the air out of her chest in a forceful moan. Her hips and back buckled in erratic jerks, sending the cock on both ends thrusting into her without control. Her belly and vagina cramped hard on their object of lust while her throat was blocked from breathing.
She faintly registered a fast uneven series of pops, followed quickly by forceful gushes of cum, squirting into and on her from all sides. The sensation was otherworldly, redoubling her orgasm. Her back arched hard, yanking her head up and dislodging the blunt impalement after it had painted the back of her throat with two full spurts of cum. They trickled out unhindered through her gaping mouth, while the cock continued to spurt copious loads unaimed at her, covering her face, neck, and chest.
They mixed with jets flying at her from left and right from the cocks that she and Liz used as support handles. Globs coalesced and slowly dribbled down her jaw where they joined with sharp squirts below her chin from the cock that fucked her tits. Torrents of viscous goo formed and drooled back down her throat to flow over and around her breasts, where her erect nipples spouted some of it to the ground.
Deep inside her sharp jets shot at close distance directly at her womb, seemingly penetrating it with ease. The sheer volume of ejaculate had immediately filled any remaining gaps inside her and now poured out under the pressure of her frantically convulsing hips that kept her impaled to the fullest. She felt cum gush out of her vagina and pour onto her thighs.
She still couldn't breathe beyond shallow yelps, captivated by the continuing spasms throughout her entire body. Close to fainting, she finally felt the intensity peak, slowly allowing her some deeper gasps for air. After some moments the wave ebbed further and she felt her limbs and body ache and tremble in exhaustion. Slumping down, her breasts slobbered back onto her thighs and she couldn't muster the energy to care about the odd angles at which the various cocks were poking her.
Her first deep breath was an intense relief and her awareness returned when she felt Liz weakly pull her up to lie with her. She barely managed to lift her hips up but felt tickling as the cock slipped out of her vagina, followed by a warm outflow of fluids that she didn't try to stop. Feebly she pushed herself forward, letting her breasts haphazardly flop on her lover's belly. Then gathered more strength before slithering up across her body until her chin found the nook of Liz's neck where she finally collapsed in fatigue.
Smiling to herself, Liz tenderly closed her arms around her spent mess of a friend. Watching her manage 5 cocks at once had been a huge turn in for her. And her imagination had been running wild when Alice mentioned the one that chose her breasts to grow into. She had rubbed herself sore on the fat pole that her pussy had been pressed against. Her lover's needy whining had pushed her over the edge, empathizing so well with her yearning. But she had never let these mushrooms grow as huge as they had today. She had always come long before that.
When they finally did burst, she had pointed the shafts in her hand right at Alice's face. She had felt the spurts into her armpits at the same tine her hands felt the streams ripple through the shafts they were holding before they flew through the air in a short arc, landing on her cheeks and eyes and chin. She was aiming for her mouth and scored a few hits, largely because Alice had kept it open so wide. It was an utterly obscene sight that she had savored every second of.
Now she felt the ooze slowly slide down her neck and sides. It tickled slightly but she kept still so not to disturb her friend, whose breathing slowly normalized. They both relaxed in their embrace, their breasts and bellies meshed tightly together with abundant lubrication. Soon they dozed off in the warm late afternoon sun.
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Onced upon in Wonderland