¨come on phobe we havnt seen each other in ages. relax and enjoy its not that im asking for a relationship just a fun fling¨

“I-I really don’t think we should. It’d be unseemly of me to do .. that .. with a superior officer.” Phoebe stood her ground, albeit bashfully with her back against the wall. She happened to be flushed bright red now that Cynthia spoke to her openly about these lewd intentions and whether addressing the issue at hand without shame happened to be a cultural thing of hers was an unknown to the short blond pilot, but the truth of the matter was a different one altogether.

“Don’t get me wrong, you’re an attractive young woman with a great many charms to boot and I’m not saying I wouldn’t want to have some fun with an old friend, but ..” Green eyes roamed over the feline beauty, exploring each tempting curve and contour of her body, namely these inarguably large breasts and hips whose erotic grandeur greatly surpassed her own. She was jealous in a sense with regards to those desirable looks, but at the same time all the more intrigued to bed the one Phoebe saved quite a while back.

She happened to be fairly timid when it came to dealing in sexual matters, at least initially and the two of them had just met after months of absence. Phoebe didn’t want to ruin their friendship by giving into temptation then and there, but having Cynthia right in front of her like that made it incredibly difficult to resist, not to mention tossing her inhibitions out the window could mean trouble for the both of them if they were not careful.

But there was something else nonetheless. Something Cynthia might find surprising since Phoebe had the guts to help her out back in the day, always upholding a tough facade of sorts, but with how reluctant and shy the blond agent respond to her friend’s advances, not everything happened to be quite as it seemed and for the moment Phoebe decided to set things straight. She could probably be convinced to jump over her own shadow, but it’d take some convincing. “I’m just not doing too well with women, you know? I’ve never really had occasion that much to be perfectly honest with you.”

"well heres your chance. noone will know because what happens on my ship stays on my ship unless wished otherwise."cynthia smiles running a hand gently over the girls bust."besides i want to thank you for saveing me so what do you say sweety?"

Somehow getting caught up alone with a most sultry woman before her would have been a desirable fantasy to some, the fulfillment of their dreams to others, but Phoebe happened to be torn between emotions nevertheless. She looked on helplessly once the feline seductress reached out for her petite bosom, going further into detail as to how secure their current location was for what her superior officer had in mind, before finally touching upon the soft, warm tissue beneath her near skintight single piece uniform.

“C-Cynthia ..” She stammered, visibly taken aback by such an exotic touch, but not necessarily in the same manner of shock and rejection as before. Wheels spun in her mind, working through the possibilities while a part of her certainly enjoyed the moment more than anything. However, her defiance was not yet broken and while her demeanor changed into a more passive stance on the matter, verbal responses followed. “Surely there’s different ways to thank me for that.”

Cynthia happened to earn the fruit of her labor before long. Although Phoebe hoped to resist the woman’s touch, there was no denying the hardened peaks of her nipples which protruded into her garments from underneath, revealing her growing arousal which cast a shroud of embarrassment upon her.

“Um ..” She struggled for a fitting response and could no longer back away since her body pressed against the wall and the curvaceous female trapped her there. “Ah .. A-Alright. Truth is, I-I’ve always thought you looked absolutely stunning, even on the day I saved you from those vile people, but I never- ..”

Asparagus eyes fixated on the lovely woman as her voice trailed off, her own reluctance quite apparent although the portion of her spirit eager to commence simply turned out to be stronger than the rest. “If we’re really going to do this, you’ll have to take the lead on this one, I’m afraid.” She swallowed hard, her heart pounding violently against her chest in anticipation of what was to come, what was to be said and done in the intimacy of the ship. “Be gentle with me, okay?”

¨mmm of corse ill be gentle my dear¨cynthias paws slip into her uniform to gently open it exposing the girls breasts giving each peak a gentle kiss.

Swallowing hard, all the petite young pilot could do was watch on while Cynthia invaded her uniform and began to undo the snug single piece suit similar to unraveling the insides of a Christmas present. She sealed her eyes in a delicate whimper, dipping her head back against the wall. Something of the sort happened to be extremely rare, least of all an experience shared with one of her closest friends of the few Phoebe even had. It'd probably be just a one-time thing for the sake of their friendship.

She shuddered briefly at the cool air which touched upon her full breasts the very moment they had been exposed to her fellow agent. Some inarguably had bigger ones which certainly filled her with envy, like Cynthia's own stunningly rounded jugs, but in the end it just meant Phoebe had the pleasure of handling them herself. She could almost feel them in their closeness, so large and warm, but her own body had been absolutely petrified and unable to take action.

Soon the cold had been replaced with the hotter breaths of the feline beauty, washing over the shapely contours of her breasts whilst those lithe lush lips came down on each silken smooth mound in a gentle kiss. Somehow keeping her bedroom voice down became all the more difficult now, especially since such a simple gesture had the blond pilot's nipples engorge with blood and stiffen right in front of the Captain. They made for even better targets now, pulsating lightly with the excitement driven beat of her heart.

"Ohhhh .. T-That feels nice .." She could barely speak coherently, let alone stand without her legs feeling like jello. Phoebe managed to bring a hand to the back of Cynthia's head, pulling her closer as though more attention to her aching breasts had been desired, but standing about in the midst of her ship was no place to commence such sinful activities. She opened her eyes, increasingly sultry eyes lingering upon the woman before her. The blush upon her face was unmistakable. "W-Why don't we move this whole operation to the Captain's bed, hm?"

cynthia would smile and nod leading her to the plush room with the large bed and playfully pushs phobe onto the bed before pouncing playfully.

An open uniform, stiffening nipples and gradually diminishing inhibitions had Phoebe bite down on her lower lip once Cynthia approached with confidence. She was strong today, stronger than the pilot could ever hope to be and in a sense spending time in the company of someone just like that had been all the more exciting. Cynthia had her savior in shudders, practically draining the stress from her every fiber with every single touch.

"Ah!" Phoebe had been pushed back onto the bed and landed with a delicate bounce to her chest, a soft gasp from the unexpected fall her feline friend foisted upon her, followed by that sweet characteristic pounce although the nature of the situation had the flustered young pilot curl up on the spot like an innocent school girl about to embark to the realm of mutual pleasure for the very first time. Some might have thought of her as cute the way her body had been put on display and yet concealed, those thick deliciously sculpted thighs somewhat slanted in anticipation of what was to come.

Hands bunched up into loose fists covered her exposed chest while shimmering green eyes fixate on Cynthia, obviously expecting her to take the lead on this particular adventure of theirs. She felt cold on the outside which had her nipples harden within moments yet the young woman felt incredibly hot from within, and every waking moment the Captain looked down on her, toyed with her, that warmth threatened to overcome her. It was beyond thrilling to be this close to the first woman Phoebe managed to save back in the day although her past and inexperience in these matters had the shapely blond in shackles right then.

“Y-You said you’d be gentle with me.” It was a friendly reminder sugarcoated with a most sensuous voice and scarlet colored cheeks thanks to her growing embarrassment and arousal. Of course there was nothing rough about the whole situation, but Phoebe wanted to be eased into their lovemaking rather than plunge straight into it without hesitation.

cynthia would smile warmly and lean down very gently running her rough tounge over the other womans nipples licking and kissing each hard nub looking up at phobe. her hands would slowly begin to work disrobing them both.

“Uhhnn .. Nngh .. C-careful, Cynthia. I-I’ve told you they’re .. Ohhh .. they’re sensitive before.” Phoebe arched her back under the assault of that rough cat like tongue, those petite mounds of hers jiggling just barely. Surge upon surge of pleasure shot through her hardened cherry nipples once Cynthia went to work on them, their locked gazes nearly overwhelming the inexperienced blond agent with embarrassment. “It’s all gnawing away at me, the heat, my own lust .. It’s too intense.” She’d rarely done such a thing, willingly at least given her time on Shokushu back in the day, and now her clothes were being taken off by yet another woman. However, this time, their desire would be mutual which pleased her immensely.

Some might inarguably envy her for having the chance to sleep with Cynthia of all women on base, a thought which encouraged her actions to become all the more confident seeing how rarely Phoebe actually took time to enjoy herself. She went on to contribute as much as her shame allowed and languidly explored the woman above her, those admirable curves and, after a bit of initial hesitation, the outer contours of these huge breasts.

“She’s huge! I bet a lot of girls around here would love a piece of her.” Soon Cynthia uncovered everything Phoebe had an offer while her savior had done the same to her. She sucked in shallow breaths stricken with anticipation and excitement, her chest rising and falling enticingly with every waking moment. Her flower had yet to bloom, but with someone as stunning as the feline woman on top of her, surely it wouldn’t take too long. She reached up then, hesitantly grasping one of those massive heaps of tit flesh, gently molding it within her hand. Phoebe never quite had someone with such phenomenal endowments.

cynthia moaned gently as her breasts were groped her own hand gently moveing down to stroke and cup the mound of phobes sex. her middle finger gently easeing into those wet warm folds to stroke the velvit of her walls.

“Mnngh!” Surely any inexperience was made up for by the fact that both of them were getting into it fairly easily due to knowing each other quite a while now and their bedroom voices soon joined in the chorus of their lovemaking. Those moans were a good sign and as such Phoebe continued without hindrance. “G-Good .. It feels good.” She felt how Cynthia explored her in equal measures, her touch lowering still which soon lingered upon her aching sex although she’d never admit to actually wanting more lest her flushed face would be burning up with even more shame.

Phoebe groped and squeezed, her thumb trailing over a nipple while the pure volume of that magnificent breast filled her entire palm, the excess bulging out amid her delicate fingers. She did the same to the other massive orb although that particular hand drifted further along her enticing curves, feeling her partner up with growing confidence. Touching upon the breathtaking transition of her waist and hips, the young woman below soon explored her backside, cupping and rubbing the treasure of her buttocks in appreciation of her charms.

“Auuughh!” All of a sudden Cynthia punctured her depths and the shapely blond squealed delightedly in response, those fierce inner muscles clamping down on the invaders at once. She was extremely tight even with the added friction of her own juices and the sudden nature of those movements had the young pilot tense up on the spot, those fingers lightly digging into her friend’s breasts and supple rear. “A-Ahh! C-Cynthia .. That’s- Uhhnn ..” Phoebe was nearly paralyzed given the sensations shooting through her loins, amassing to a most pleasant vortex of fiery need the petite blond hardly experienced before.

cynthia would smile at the reaction as shed move into 69. desiding to give phobe another jolt she licked her clit with her rough tounge as another finger gently joined the first in her cunt. wiggling her hips cynthia invited her to partake.

“Mmngh!” She bit down on her lower lip, desperately attempting to muffle the sound being torn from her lungs after Cynthia set out to manipulate her pleasantly aching clitoris, but there was just no point to it for the pleasure kept rolling through her groin no matter what Phoebe did in the long run. Electric shards of delight sliced into her otherwise modest demeanor and forced her to make such humiliating bedroom noises, the very thought of being heard by anyone outside gave her the shivers. At long last, however, Phoebe wasn’t too opposed to the whole act any longer.

“R-Right, there’s always two to this.” Cynthia opted for a change in positions which left her own hips hovering above the nubile agent’s head though with the clothes in the way Phoebe had to drag them along her remarkably alluring stature in order to expose her nether lips. She was breathing heavily, whimpering even with the duo of feline digits pressing into her increasingly wet folds, but focused on the matter at hand nonetheless.

Phoebe was no stranger to sex even though her earlier reactions might indicate inexperience. Thus the blond pilot reached up, cupping one of those delightful cheeks of her butt, groping it while salivating the index finger of her unoccupied hand which then went on to sweep over her exposed love pearl in a circular motion. She, too, decided to bring her tongue into play, languidly dragging it over her gradually blooming flower in an attempt to excite Cynthia in much the same way. She might have lacked the rougher texture, but there certainly was no lack of encouragement to be found.