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"Sorry Babs...I am in a bit of a bind."
>She yawns and rubs her right eye.
>"I'm listnin'."
>You gulp.
"Well...my roommate went out with her friends and locked my keys and stuff while I was in the bathroom. I was wondering if you don't mind me crashing in your room for the night."
>She rolls her eyes.
>"Fine, ya can sleep on tha' floor."
>You embrace the tired Babs.
>She returns the hug, slightly surprised by your expression of gratitude.
>The fabric of your shirt rubs against your nipples and you feel them harden.
>You realize this and quickly jump away.
"Sorry..."
>The two of you walk into her slightly messy room.
>Her clothes tossed about haphazardly without a care in the world.
>Must be great living in a single.
>She kicks her dirty clothes off to the side and gets a spare blanket, laying it out for you in the middle of the floor.
>She heads to her bed and tosses a spare pillow at you.
>With luck, you catch it, even if it hits you in the face.
>"Sorry."
>She yawns and slowly makes her way to her bed.
>"Gotta get up early. So..."
>She flops face first onto her bed.
>"N-Ni...ZZZzzzzzZZZ"
>You giggle and help her into her bed, taking in the sight of her plump curves and that large ass of hers.
>You compose yourself, trying hard to keep the dirty thoughts at bay.
"Calm down femmy...Babs i-isn't into girls."
>With the exception of a few wandering hands, you get the heavyset bombshell of your affections under her covers.
>You smile and turn off the lights before making your way to your makeshift bed.
>It's hard to sleep with her womanly scent flooding into your nose.
>Your nethers grow hotter the longer you breath.
>You roll over and try to gain control of your libido.
>This proves disastrous when your eyes come face to face with a pair of your friend's pink cotton panties.
"oh shi..."
>Your body trembles at the sight, and your mind wanders to think of the things she did while wearing them.
>It's hard to block out these lewd thoughts flooding your mind.
>Not even thinking of the consequences, your hand darts out and grab the loose pair of undergarments and bring the soiled clothing to your nose.
>You inhale deeply, feeling a high rushing though your very core.
>It causes your eyes to roll upwards.
"I'm such a perv..."
>Your free hand dives between your legs and rubs your slick vulva from the outside of your pajama pants.
"but oh god...she smells divine..."
>The damp feeling combined with Babs's womanly scent spurs you onto do more.
"Babs...Babs..." you mutter in hushed tones.
 
>Your body grows hotter with each passing second.
>The heat becomes almost unbearable.
>An unquenchable lust simmers in your loins and needs to be dealt with.
>You drop the musky panties and hurriedly work on unbuttoning your top.
>Shaky fingers make said endeavor hard, but in time, your bust is freed from its captivity.
>It felt amazing.
>Baring your breasts in the same room with your secret crush is a rush on its own.
>The cool winter air from the cracked window nips at your sensitive skin.
>You close your eyes and imagine Babs nipping at your flesh.
>Those pearly whites engraving her mark on you.
>She owns you.
"haaah...yes. touch me..."
>You strip out of your top and lie back down.
>Using the pink panties, now in your possession again, you proceed to rub the soft fabric against your chest.
"mark me. make me yours."
 
>Lewd sounds fill the air, all coming from you, only accompanied by the sleeping Babs's snoring.
>These panties felt amazing against your bare skin.
>You hold back the urge to moan when it grazes your left nipple.
>Lust fills you to the brim.
>It is too hard to hold back.
>Your pussy throbs for attention.
>A bold hand darts under your waistband and moves straight for your snatch.
>You bite your lower lip in an attempt to quell the urge to moan aloud.
"babs...no. we can't. we're...we're..."
>A slick finger brushes across your peeking nub.
>Mini electric shocks surge through your gut as nerve endings fire off pleasurable signals to your brain.
"babs, make me yo-"
>The bed above you shifts and squeaks.
>You freeze and cease breathing.
>A chill of embarrassment crawls up your spine.
>"Unnn...no cuz...I can't eat anotha' bi- ZZzzzzZZzz..."
>You let out a sigh of relief.
>Your mind playing and replaying the "what if" scenario of being caught by Babs.
>Even though this should deter you from continuing, the rush of being this close to Babs and doing such lewd activities spurs you on to do more.
>As quietly and swiftly as possible, you slip out of your bottom, exposing your muff to the temperate air.
>A few strings of your special lubricant stuck to your own soiled panties as it parts away.
>The only thing severing the connected strands is gravity.
>Your own scent mixes with Babs, causing your mind to spin.
>It compliments hers so well.
>You'd give anything to mix it with hers personally.
 
"babs...oh babs."
>You lift the cotton panties up to your nose to get another whiff of Babs womanly scent.
"your ass...smother me..."
>With the waist band in your grasp, you pull the panties over your head.
>After a few adjustments, the crotch rests right over your nose.
>The thick scent of Babs's pussy snakes into your lungs with each breath.
"yes."
>Your hands get to work after fixing your lust fuel to your face.
>The left firmly grasps at your left bosom, groping the tender flesh with fervor.
"ahn. t-too rough."
>Almost on cue, you squeeze your breast harder.
>With a tweak and a pull on your fleshy nub, you switch to the neglected tit, giving it the same rough treatment.
>You slide your right hand down your side.
>Where ever your fingers touched leaves behind a trail of goosebumps.
>All the while, you're imagining this to be Babs's doing.
>Those soft hands of hers make you shiver in anticipation.
>Your chest rises and falls with each deep breath.
>You can't hold back any longer.
>Your fingers are almost at its final destination.
>Just a bit more before indulging in your perverse thoughts.
>In a slightly raised voice, you gasp and say:
"Do it. Do it, Babs. Take me!"
>"Take ya, huh?"
 
>The voice in your left ear snaps you out of your lewd fantasy.
>You sit up and pull the panties off of your face.
>Looking to your left, your eyes lock with the green irises of Babs Seed.
"B-Babs!"
>The plump woman crawls closer towards you.
>You match her movements while you back away.
>"To think ya that kinda gal, ya minx."
"T-This isn't what it looks like. I swear."
>Your movements are halted by the wall pressing against your back.
>Babs Seed's lips curl into a smirk.
>Her face fills your gut with an unsettling feeling.
>As it should since she caught you in the middle of your act.
>"Not what it looks like?"
>You curl up into the fetal position, doing your best to cover your exposed skin.
>Babs moves to your right side, pressing her E-cup breasts against your side.
>"Now...what am I supposed ta think when mah best friend calls out my name in the middle of the night?"
>She placed her hand on your knee.
>You feel Babs's offending touch slowly make it's way up your thigh.
>It tickles and gives you that odd feeling from earlier.
>"What if my friend is basically naked, in my room no less."
>Her hand slips underneath your guard and she rubs your slick snatch with care.
>You gasp and curl into a tighter ball; however, your legs slowly part for Babs.
>"Mmmm....and lookit that."
>She pulls her fingers away and lifts them up to your face.
>You look on in shock at how slick and wet her fingers are.
>"Ya wetter than Winona in heat."
>After taunting you with your sticky juices on her fingers, Babs moves her digits to her lips.
>That thick tongue of hers peaks out of her mouth.
>You look on in a mixture of fright and lust as Babs slowly licked her fingers clean.
"Babs? I..."
>"And not only that..."
>She grabs your balled-up hand.
>You fight against her to keep your hand hidden.
>When she pulls, you yank back.
>After only a few seconds, you soon realize that your strength is no where on the Manehattan-born stacked house of a woman.
>Babs pulls your hand to her face and pries your hand open.
>You drop her panties into her lap.
>"Ya even sniffed my dirty laundry."
>A heavy blush appears upon your face as you look away.
>Babs presses her warm body against yours.
>"Ya such a perv, Femmy."
>She takes your face in both her hands and turns it towards hers.
>You're forced to look her in her eyes.
>And those eyes move closer towards yours.
"Babs...I'm sorry."
>She giggles, and in moments gives you a peck on the lips.
>"No need to apologize. To tell ya the truth..."
>She pulls away from you before reaching for the bottom of her over-sized shirt.
>You stare at Babs while she pulls off her top for you.
>Those large breasts of hers bounce a bit after her top comes off.
>With a rough grab of her own bosom, she shoots you a wink.
>"I'm a bit of a perv myself."
 
>Even through your initial shock, your eyes manage to focus on Babs's large pillows.
>Smooth, caramel skin is sprinkled with sugary freckles, mostly within her cleavage.
>Further down, you spot the boundary at where her tan skin shifts to those light chocolate areolae you've dreamed about for months after meeting her.
>And even though they are a few cup sizes bigger than your perky B cups, you are amazed at how they maintain a nearly perfect shape.
>It took all your willpower not to dive in for a treat.
>Even so, you keep looking.
>"Like whacha see?"
>Your tunnel vision quickly vanishes and the whole picture of your friend's sexy body comes to light.
>Babs cups her heavy breasts, lifting her left tit to her lips.
>Those green eyes sending signals you easily pick up.
>"C'mon, Femmy. Don't act so shocked. I know you've been staring."
>She gives her nipple a tiny lick, failing to hold back a deep moan.
>"Ever since we first met."
>Your eyes widens, your mouth hangs a bit slack, and even your body shivers to the core.
"Y-you kne-"
>You fall silent when Babs Seed plants her right index finger onto your lips.
>Her free bosom bounces in front of your face.
>It's hypnotic.
>"Shh..."
>On cue, you close your mouth, letting Babs take full control of this ride.
>Slowly, she brushes her digit lightly across your bottom lip.
>It moves back and forth.
>The last bit of your resilience falters.
>Your heart rate increasing bit by bit.
>She can see how flustered and excited you are.
>Her eyes are almost like a predator about to capture its next meal.
>You open your mouth to speak, but no sounds break forth.
>It is as if she stole your voice.
>Your mouth stays agape.
>Babs's mouth moves, but you can barely hear her words.
>You sit there and watch as Babs moves her face closer.
>Heat...you feel heat on your lips.
>And something soft.
>You don't know what is happening.
>Your mind is processing these sensations as fast as it could, but nothing is adding up.
>This may be a dream, but it feels so real.
>And she's so close.
>When something slippery and spongy slips into your mouth, you finally snap out of your stupor.
>Babs face is right in front of yours.
>Her eyes are closed.
>Your noses brush against one another when she shifts her head this way and that way.
>Babs pulls away panting heavily.
>For some reason, you are as well.
>A string of saliva is the only thing connecting the two of you before gravity sets.
>"Mmm...you taste pretty nice."
>Your tongue begins to slip around your maw, picking up a hint of apples.
>It finaly dawns on you.
"W-we...k-ki..."
>Babs just gives you a nod.
>You feel a bit miffed.
>Not because she kissed you, but because you blacked out during it.
"Babs..."
>You look up at her and smile.
>Slowly, you sit up and wrap your arms around Babs's neck, pressing your meager breasts against her gigantic melons.
"Kiss me again."
>Babs seed smiles before firmly applying pressure to your shoulders.
>"Not yet. First, a certain panty-sniffer needs ta be punished."
>You gulp, finding yourself staring up at Babs from the floor.
>"Now stay there like a good girl."
>She shimmies up your left side on her knees.
>Hooking her right leg over, she positions herself above you.
>Her large ass hovers above your face, giving you a good look at her lime green panties.
>Those green panties slowly lowering to meet your face.
>"And pucker up."
>You raise your arms in an attempt to keep her from smothering you, but she grabs them before you make contact.
>Your legs flail about as your arms are pinned beneath her legs.
>Babs smirks and resumes her backside's descent.
"N-No wai- MMMPH!"
>"Oh yeah...keep mumbling."
>Your entire vision goes dark, smothered by two large ass cheeks.
>Protest are muffled by Babs's rear.
>It's hot.
>It's moist.
>Her crotch is damp.
>Lying there underneath her entire weight...smothered by her thick ass cheeks...taking in whiff after whiff of her thick scent...
>It's exhilarating.
 
>Your struggling dies down the longer your face is wedged between those plush cheeks.
>Every breath of Babs's cooter brings your own to a sopping mess.
>You want to touch it.
>No, you need to touch it.
"Mmmm...Bmmms..."
>You call out to her, but Babs just lets out another moan of pleasure while wiggling her ass on your face.
>It becomes harder to breath, your lungs burning for the need of filling itself with sweet air.
>Your struggles resume with much fervor.
>The apoxia starts to affect your body.
>Your consciousness fades out.
>As if a miracle, the hefty load pressing on your face disappears and your lungs take in a long breath.
>A few deep breaths later and you stare up at the caramel ass which took away your right to breath.
>You notice a long strip of moist fabric where her pussy usually is.
>As much as you would want to curse out Babs for what she did, your mind wanders to the taste of those moist lips.
>"Ya learned your lesson?"
>Its within reach of your face.
>You lift your head, focusing only on the wet stain.
"Al...most..."
>It is so close that you can smell it.
>Babs looks back, shifting her weight a bit.
>"What are ya yappin' about back the-eeaaaah..."
>Her body visibly shivers when your tongue takes a long stroke along her vulva.
>She grows weak and her upper body falls forward, landing with her face mere inches from your own slathering cunt.
>Each gasp and slutty moan causes her breath to brush against your soaking cunt and erect clitty.
>This, in turn, makes you groan, sending vibrations from your throat to stimulate her own pleasure button.
>You squirm against the lovely chubby above you, never letting up on your tongue assault on her dainty bits.
>She shivers, letting out a breathless "yes" as she lifts up momentarily to pull off her panties.
>Now that your hands are free, you grab a handful of Babs's ass and pull the unsuspecting female back down, mashing her cunt against your lips.
>You give her a nice hard squeeze, snaking your tongue deeper into her love cavern.
>Her taste...you couldn't describe it.
>But you know that it is delectable.
>Her slick juices slide over your tastebuds and into your mouth.
 
>"Oh Celestia...Femmy...your tongue."
>Babs shivers for joy, relishing in your gentle tongue caresses against her delicate flower.
>She lowers her head, getting a great look at your own blooming for some pollination.
>"T-Time ta repay tha' kindness."
>As soon as her tongue flicks across your tongue, you loose it.
>All that time neglected made you super sensitive, and you gush with the culmination of orgasmic bliss.
>Liquid pleasure floods from your your depths, creating a sizable puddle on the floor.
>You couldn't breath nor make a sound; only able to lie there and writhe in pure ecstasy,
>Loosening your grip on that thick ass above, Babs raises up on shaky limbs.
>She stands above you, slowly stroking her clitty in tiny circles.
>A sinister smirk crossing her lips.
>"Didn't think you'd be a squirter, Femmy."
>She moans, slowly picking up the pace with her fingers.
>"I guess that's another thing we have in common."
>Her fingers work frantically to stimulate that cherry nub.
>You stare at her fingers moving in a blur, too tired to move a muscle after such a powerful orgasm.
>"Here...here it comes."
>Babs grunts tossing her head back.
>Time for you moves in slow motion as you watch her cunt spasm a few times before a rush of her sweet nectar squirts out of her slick cunt.
>You hear a blood curdling scream from the dom standing above you.
>Her knees buckle and she falls to her knees.
>You give her cunt another lick, prolonging her ecstatic orgasm.
>Ten seconds of pure, unadulterated screams and moans coming from your lover.
>The neighboring students are probably awake and miffed at Babs, but you have a feeling she doesn't care.
 
>The next morning, you wake up cuddling with Babs in her bed,
>You look up and see that she's already up.
"Mmmnn...what time is it?"
>"10:40."
>You gasp, shooting up in bed in a panic.
"Oh god, I'm so late for class!"
>Babs laughs.
>"Maybe ya came a bit too hard last night babe."
>She holds up her phone.
>"It's Saturday."
>There is a rush of blood heading towards your cheeks.
>They feel like they are on fire.
"Oh geeze! I am so..."
>"Shh...it's okay. Come lie down."
>After a bit of coaxing from Babs Seed, you find yourself lying against her bosom.
>She's still isn't wearing her top.
>As a matter of fact, you are both naked.
>Even so, it feels nice and warm against her and under the sheets.
>You wrap your arms around her midsection, and she cradles your head to hold you close.
>Thoughts about last night and this moment rush through your head.
"Hey, Babs."
>Babs looks down with a loving smile to meet your gaze.
>"Yeah, Femmy?"
"So...about last night...does that make us?"
>You gulp, fearful of actually finishing that sentence.
>"Only if you want to, Sexy Buns."
>You chuckle at her cute nickname for you.
"You're the one with those sexy buns, Babs."
>You grip her plump ass cheeks with a firm hand.
"See?"
>"Hehe, I guess you're right."
>She closes her eyes.
>You do the same and rest.
>There's a short silence between the two of you.
>Nothing but the sound of two lovers breathing in the same vicinity.
>But Babs looks down, petting you on the top of your head lightly.
>"Hey, Femmy."
>You moan, slowly lifting your head to meet Babs's gaze.
"Yeah Babs?"
>She presses her lips against yours for a few seconds.
>You return her affections with a rub of her back.
>As much as you wanted to continue, Babs breaks the kiss.
>"There's tha kiss ya wanted earlier. Ya were a bit out of it."
>You chuckle, nuzzling her cheek.
"Thanks, love."
>You close your eyes one last time and drift off into another slumber.
>"Ya welcome, Femmy."
>She closes her eyes, letting the weekend snooze take her.
>"Love ya."