Onced Upon in Wonderland Ch. 03

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.