This AI-assisted story was originally going to be a simple Mitsue/Velma fic, but the AI decided to introduce a third party and I decided to run with it.

Mitsue Onoda hung out in her usual spot at the Near Hentai Studios Strip Club. Like always, she enjoyed the lights and sounds of the club as she looked for anyone willing to make use of her services.
Before arriving in the Studio, she had been a prolific and long-served prostitute. She just couldn’t give that lifestyle up, and so she smiled and waved at the patrons of the club, hoping to pick up a customer.
Mitsue knew that she was a bit on the heavy side, so she put on a show to attract customers. She swayed her large breasts and offered to do striptease acts. She knew that whatever physical charm she’d lost in her old age could be made up for in her enthusiasm and confidence.
She had a little more of the latter than the former, and a lot of men approached her during her rounds of the club. Most of them, however, only wanted to talk to her. They’d ask about her past clients, her life, and her family. She was all too happy to smile and chat with them, but what she really wanted was a good, hard fucking.
Mitsue returned to her usual spot at the edge of the club. She spotted a cute, well-dressed young woman. She had short brown hair, square glasses, and wore an orange sweater that looked just a little bit too big for her.
“Hey, kitty. Wanna get it on?” Mitsue asked.
“Maybe,” the girl said. When she got closer, Mitsue noticed her face was spotted with an adorable smattering of freckles. “I heard you’ll fuck anyone who’s interested. Is that true?”
“Of course, sweetie,” Mitsue said with a big smile. “I’m a professional, after all!”
Well, at least this one looks like a paying customer, Mitsue thought, smiling to herself.
“I’ll pay you two hundred dollars,” the girl said.
Of course, money was useless in the Studio, but it was the thought that counted. Mitsue smiled widely at the offer.
“Of course, dear! And what’s your name?”
“Velma. Velma Dinkley,” the girl said, handing over a wad of cash.
There was a small moment of awkwardness as Velma handed over the money. Mitsue could tell this was her first time buying a whore.
“Well, Velma Dinkley, why don’t you follow me and get undressed?” Mitsue said, pointing to a hallway of private rooms at the back of the club.
“Okay.”
Velma followed Mitsue into one of the private rooms, and the din of the club grew quieter as the door slid shut behind them.
“Now, let’s get you naked, hm?” Mitsue said. “You can keep your glasses on.”
She walked over to Velma, who began to undress.
“That’s good, because I can’t see a thing without my glasses,” Velma said as she kicked off her shoes.
Mitsue watched as the young woman removed item after item of clothing, revealing a curvy, tasty looking body under her baggy clothes. She was a beautiful young woman, with nice, full breasts, a slim waist, and big, juicy ass.
“I love a woman with a full, natural figure,” Mitsue said as she looked at Velma’s perky little nipples, pert breasts, and firm ass. “It just looks so yummy to me.”
Velma blushed as she felt Mitsue’s gaze on her naked body. “Th-thank you. I think you’re quite beautiful as well…”
Mitsue smiled. “I bet I know what you’re thinking,” she said. “That I’m a great lay. That I’m gonna give you some great sex.”
“Well, yeah,” Velma said.
“You’re absolutely right,” Mitsue said, laughing. She let her sheer dress fall to the floor, and before Velma knew it the older woman was naked and on top of her. Velma’s yelp of surprise was quickly muffled as Mitsue’s mouth found hers, kissing her passionately.
Velma moaned, kissing the older woman back. Mitsue knew what she was doing, and Velma melted in her hands as they explored her young body. Even after three decades in the industry, Mitsue hadn’t lost her touch. Velma’s tight pussy and sweet, plump breasts were just what the older woman needed after spending all day getting pent up.
Velma’s hands went to Mitsue’s giant, pillowy ass. The two women kissed and squeezed each other’s asses, getting each other all worked up. They made out heavily for a few moments. Their tongues wrestled in each other’s mouths. Velma groped Mitsue’s ass and Mitsue’s hands stroked up and down Velma’s back.
Velma broke the kiss. Both of them were breathing deeply.
“I really enjoyed that,” Velma said, smiling.
“Me too, sugar,” Mitsue said, returning her smile. “Now, let’s get you on your back and fuck you silly!”
Mitsue laid Velma down on the velvet couch, her hands running up and down Velma’s freckled thighs. Her massive, soft breasts pressed down on Velma’s body as she began planting kisses along Velma’s collarbone. Velma leaned back and moaned, her hands cupping Mitsue’s large, heavy breasts.
Mitsue kissed her way down to Velma’s tits, running her tongue around the stiff nubs of her nipples. Velma let out a little squeal as Mitsue took her right breast in her mouth and began sucking.
“Oh my… that feels… so good!” Velma managed through moans. Mitsue sucked on her tit like a vacuum, pulling it up before letting it pop free from her red lips. Mitsue continued to suck on her stiff nipples, taking them into her mouth one at a time. The sensation was incredible, and Velma was lost in the moment. When Mitsue let her go, Velma grabbed her by the hair, pulling her head up to hers.
They kissed hungrily, their moist, slippery tongues dueling in their mouths. Mitsue pulled away and moved down to Velma’s pussy, licking her slit like a lollipop.
Velma shivered and took deep breaths as she swirled her tongue around her outer labia, tasting her juices. Her breath hitched when Mitsue’s tongue penetrated her. She let out a deep, shuddering sigh.
Velma trembled as Mitsue ate her out. She took heavy breaths through her mouth, her tongue hanging out. Her cheeks were red and her eyes were half-lidded. She leaned back, raising her hips to push her pussy into Mitsue’s face. Velma always enjoyed being eaten out, but it had never been this good before. Mitsue clearly knew what she was doing, and Velma could only shudder and moan in pleasure.
Mitsue grinned, moving her tongue up and down quickly before pausing to flick her tongue across Velma’s clit.
“Aaaaahhh, yes…” Velma moaned.
“Feels good, doesn’t it?” Mitsue asked, still flicking her tongue rapidly back and forth.
“Mmnh… yes,” Velma gasped, writhing to get more of Mitsue’s wet, talented tongue in her.
Mitsue hummed as she ate her client’s pussy. She worked her tongue inside of her, paying attention to what made her sigh, moan, and tense up. Her eyes were closed and her hands were groping and squeezing Velma’s ass. She hummed at the taste of her juices. Hearing Velma moan above her, feeling the way she was reacting to her mouth, and knowing that she was bringing her pleasure that she hadn’t felt before, all served to remind her why she could never give up being a whore.
She licked her lips and moved her tongue along. She sucked on her index finger and before sliding it inside Velma. Velma gasped, her back arching up off the couch as she was penetrated.
“I want you to cum for me, sugar,” Mitsue said, moving her finger back and forth.
“M-mmmnh… yes,” Velma panted.
“Tell me what you need. I’ll give it to you.”
“I… need… you…” Velma said, her back arched and hips thrusting forward.
Mitsue slid her middle finger into Velma’s tight, wet channel.
Velma shuddered. She squirmed desperately as Mitsue fingered her.
“Mitsue, that feels so good!” she said.
Mitsue didn’t respond. She just hummed and moaned as she continued working to bring Velma pleasure. Velma’s breath hitched.
“It’s… It’s too good! I think I’m going to cum!” she said.
Mitsue smiled and said, “Cum, Velma. Cum for me.”
Mitsue went back to eating Lisa out. One of her hands moved to rub Velma’s clit in tiny circles. Velma’s eyes rolled into the back of her head. She screamed as pleasure flooded her system. Her back arched and her hips moved on their own, humping Mitsue’s face desperately through her orgasm. She shuddered heavily, her arms and knees shaking.
When her orgasmic waves had finally subsided, she found Mitsue still smiling at her, licking some of Velma’s juices from her fingers.
“Mitsue, you’re the best,” Velma panted. “Can… can we do more?”
“You paid me two-hundred bucks when I would’ve fucked you for free,” Mitsue said. “We can do whatever you want, sweet cheeks.”
“I want to… I want to see you fuck someone… I want to watch,” Velma said, her cheeks flushed and her eyes shining.
“Really?” Mitsue asked, raising an eyebrow. “Did you have someone in mind?”
“I… I think so,” Velma said. “I mean, I’ve thought about it…”
Mitsue grinned.
“Let’s do it, then,” she said.
Velma beamed at the older woman. She went over to her clothes and grabbed her phone. Mitsue watched as she sent out a few texts.
“Okay, she said she’ll be here soon,” Velma said.
“Who did you text, sweetie?”
“An acquaintance,” Velma said. “She’s known as the Butt Witch.”
Mitsue laughed.
“I like her,” Velma said, smiling. “She has a big butt. Plus, she can grow a cock on her own. I watch to watch her fuck you with it.”
“I can hardly wait,” Mitsue said with a chuckle. “Your enthusiasm is so cute!”
Velma punched the air happily. Mitsue’s cute smile was enough to make her forget how tired her orgasm had made her.
It wasn’t long at all before a knock came on the door. Mitsue shouted, “Come on in!”
The Butt Witch entered the room gracefully. She had white hair styled up like two horns, and smooth green skin. Her wide eyes darted between the two naked women, and she smiled wryly.
“Velma said you’re in need of a big dick inside you,” the Witch said in her deep, soothing baritone. “Well, I can help you with that.”
She started taking off her clothes, and Mitsue watched in awe as a large, green cock sprung up between her legs. It was longer than the one she’d gotten earlier and just as thick. It looked absolutely enormous, and it throbbed wildly.
Mitsue’s mouth watered, and Velma watched as the plump older woman crawled across the floor to the Butt Witch.
“Like what you see?” the Witch asked as Mitsue took her cock in her hands.
“It looks delicious,” Mitsue moaned before wrapping her soft lips around the head of the shaft.
Her eyes rolling back in her head, she began sucking on the thick cock, licking the tip, and taking as much of the shaft inside her mouth as she could.
The Butt Witch kept her eyes on Velma as she grabbed a handful of Mitsue’s hair and began thrusting her own hips upwards. Velma bit her bottom lip as she watched the green cock trust deeper and deeper into Mitsue’s mouth.
Mitsue continued sucking on the cock, her mouth filling up with the thick, salty precum.
“Fuck, baby, you do this so good,” the Butt Witch said with a grin. “Want me to fuck your face, you old slut?”
“Yes, please!” Mitsue groaned, her head bobbing up and down on the shaft.
The Butt Witch grabbed Mitsue’s head with both hands and started to pump her hips, ramming her cock down Mitsue’s throat with every thrust. Mitsue gagged at the thickness, but she didn’t pull away, instead taking it deeper into her mouth until her lips were touching the base of the shaft.
The Butt Witch started to moan, her hips moving down faster and faster. She let out guttural, orgasmic groans as her cock pulsated in Mitsue’s mouth.
Velma played with herself as she watched the Butt Witch fuck Mitsue’s face. She was as turned on as she’d ever been, watching the older woman gag on that big green cock. The sight of Mitsue being used so viciously turned her on so much she couldn’t contain herself.
“Fuck, I’m going to cum!” Velma cried out as she fingered herself to her second orgasm of the night.
The Butt Witch smirked, happy that Velma was enjoying the show. For her own part, she could feel herself getting close as Mitsue deep-throated her.
“I’m gonna cum, Mitsue!” she groaned, arching her back and digging her fingers into her scalp. She pressed Mitsue’s face down until her nose was pressed against her pelvis, and came down the old whore’s throat.
She felt Mitsue swallow every drop of her juice as it went down, and she stayed buried in the older woman’s throat until her orgasm had passed.
When she released her, Mitsue came up for air with a gasp. She coughed, but quickly composed herself.
“God damn, woman, you’re an expert,” the Butt Witch said with a grin. “I hope you’re ready for me to fuck your other two holes just as hard!”
Mitsue looked down at the huge, pulsing cock in front of her face before nodding. She liked the big woman’s cock. It was thick and long, and would give her a strong, lasting orgasm.
Velma patted the spot next to her on the seat, and Mitsue climbed up onto it. She got on her hands and knees, her face inches away from Velma’s and wiggled her big, jiggly ass.
“Come and get it,” she said with a smile. The Butt Witch grinned and strutted over to her.
The older woman placed her hands on Mitsue’s hips and squeezed. She moved in between Mitsue’s legs and spread her marshmallowy cheeks.
“Take this, you old slut,” she said before smacking Mitsue across her ass. She then dove in face-first. Her long tongue snaked its way into Mitsue’s asshole, and the older woman cried out in surprise. Velma watched in fascination as Mitsue blushed, her mouth hanging open as the Butt Witch licked her asshole.
She pushed into Mitsue’s ass again and again, and Mitsue let out little whines of joy as she was invaded by the green woman’s tongue.
“You like that?” Velma asked, watching Mitsue’s pleasured face.
“Ohhh… Yessh… it’s shoo good…” Mistue moaned, her tongue hanging from her mouth as she trembled with pleasure.
The Butt Witch smirked and smacked Mitsue’s ass again as she continued eating her out. Velma saw how Mitsue’s ass was jiggling and how the cheeks were tinted red from the spanks.
After the Butt Witch had licked and sucked Mitsue’s asshole for what seemed to her to be ages, she stood up and stroked her cock. She grabbed Mitsue’s ass and guided it to the cock.
“Are you ready?” she asked as rubbed her cock between Mitsue’s cheeks.
“Ohhhhhh… yesssss…. I’m shoo ready, yesss…” Mitsue moaned as her asshole was penetrated by the large cock’s head.
The Butt Witch thrust herself into Mitsue’s butt and began to fuck her. Mitsue’s ass rippled as the Butt Witch’s hips slammed into her, the cock burying itself fully inside her.
Mitsue let out a little squeal as the Butt Witch’s cock started to pulse inside her.
She was amazed at the size and girth of the woman’s cock. It was massive and she had a powerful grip on it. Her asshole felt like it was being stretched to its limit by the giant shaft, but the intense pleasure it brought her was worth it.
“Mmmmm… you’re tight, Mitsue,” the Butt Witch moaned. “But I love ass-fucking.”
She continued to fuck Mitsue’s ass as she slid her cock in and out of her. Her hips were pounding into the older woman’s ass as she thrust in and out of her. Mitsue’s huge tits swayed wildly as her body was rocked by the force of the Butt Witch’s fucking.
Mitsue looked up at Velma and grinned. The Butt Witch was fucking her harder than ever. Velma was so turned on by watching this that she nearly came herself, but she held off from touching herself again. She wanted to make this last. She wanted to see all of Mitsue’s holes get plowed by the Butt Witch’s big cock.
“Fuck yeah, Mitsue!” The Butt Witch cried as she rode the old whore’s ass. She smacked her ass a few extra times as she plowed into her.
Her cock was thrusting in and out of her, and her hips were moving in a slow, rhythmic motion which sent Mitsue into a massive orgasm.
“Aaaaaaahhhhhh… oooh!… oooooooh!” Mitsue grunted as she came. She moaned, her pussy creaming and her ass jiggling as the Butt Witch continued thrusting herself deeply into her.
The Butt Witch slowly pulled her massive cock from Mitsue’s ass before sitting down once more. She smacked Mitsue’s ass and smiled at Velma.
“I guess you’re right.” She laughed. “You’re a dirty little whore.”
“You want some more?” Mitsue asked, wiggling her big ass again. Velma smiled.
“Oh yeah, we want some more,” the Butt Witch replied.
Mitsue turned and straddled the Butt Witch’s lap. Velma smirked as Mitsue smothered the Witch’s face with her massive, soft tits. She grabbed the Butt Witch’s hands and placed them on Mitsue’s boobs.
“Ohhh… yesss… I’m shoo ready…” Mitsue moaned as she bounced up and down on the Butt Witch’s lap.
“Clean my cock off so I can fuck this old slut’s pussy,” the Butt Witch said, glancing to Velma.
Velma nodded and slid to the floor. She got between the Butt Witch’s creamy thighs and took her cock in her mouth. She started to suck on the Butt Witch’s cock.
“Ohhhh… yessss… you suck my cock…” the Butt Witch moaned as Velma’s mouth wrapped around her shaft. She swirled her tongue around Mitsue’s swollen nipples as Velma sucked her cock clean.
“You like that?” the Butt Witch asked as she took both of Mitsue’s tits her firm grip.
“Ohhhh… I’m shoo ready, yesss…” Mitsue moaned as her tits were pinched and her nipples licked.
“Oh, so you do… the slut does!” The Butt Witch laughed. “I love old sluts.”
“Yes, I’m your slut,” Mitsue gasped as the Butt Witch took both her nipples in her mouth at once. She nibbled them, her teeth grazing the delicate flesh.
“I think you’re all clean now,” Velma said as came up for air.
She wiped some drool from her chin as she held the Butt Witch’s cock still for Mitsue. The older woman lowered herself down, her pussy easily sliding over the thickness of the big green cock beneath her. She took a deep breath as the Butt Witch’s cock filled her.
“I’m shoo ready!” Mitsue screamed as she was impaled on the Butt Witch’s cock.
“Oh, so you are.” The Butt Witch smiled. “You really, REALLY look like a slut… and I’m gonna fuck the shit out of this slut!”
She slammed herself up, Mitsue’s butt cheeks smushing against her thighs as the cock filled her completely.
“Aaaaaaahhhhhh… oooh… oooooooh…!” Mitsue grunted as she felt herself being filled. “Ohhh… I’m shoo ready, yesss…”
The Butt Witch pounded herself into Mitsue’s pussy as she continued to fuck her.
“Fuck yeah… you’re right, slut,” the Butt Witch cried as she continued fucking the plump older woman.
She began to thrust harder and faster as she fucked her. Velma’s eyes widened as she watched the Butt Witch’s green balls slap up and down with her rapid thrusting, the cock sliding in and out of Mitsue’s cunt with vigor.
“Fuck yeah… I love your cock, yesss…” Mitsue moaned as she was fucked.
The Butt Witch thrust herself deep into Mitsue’s pussy and slapped her ass.
“You little slut! You’re gonna get fucked good!” She laughed. “I’m gonna fuck you and you’re gonna love it!”
This is when Mitsue began screaming.
“Aaaaaaahhhhhh… oooh… ooooooohhh!” Mitsue howled as she came. Her pussy was dripping with her juices as the Butt Witch held her to herself. Velma leaned forward and began licking Mitsue’s juices off of the Butt Witch’s cock as they dribbled down her shaft.
The Butt Witch grabbed Mitsue’s ass and spread it with both hands. Velma took the hint, and moved up to lick at the old woman’s ass.
“Ohhhh…” Mitsue moaned as Velma’s tongue swirled around her asshole. “Velma, dear, that feels incredible!”
The Butt Witch began slowly thrusting into Mitsue as Velma licked her ass. She began to moan and thrust harder and faster into the old woman’s pussy.
“Ohhh… oooh… ooohhh…” Mitsue moaned as she felt her pussy stretch around the Butt Witch’s cock. At the same time, Velma’s tongue worked its way into her ass. “Ohhh… yesss…”
Velma licked up and down her butt crack. Mitsue moaned as she felt Velma’s tongue in her ass and the Butt Witch’s cock in her pussy. She was in a state of pure bliss, and her tongue hung loosely from her mouth as she was stimulated from both ends.
“Oh… yesss… ohhh… yesss…”
“Are you ready to get fucked?” the Butt Witch asked. “Are you ready for a good hard fucking?”
“Ohhhh… ohhh… ohh… ohhh…” Mitsue moaned as she was fucked.
“Fuck yeah…” the Butt Witch said. “You’re gonna get fucked good…”
Mitsue began to moan as the Butt Witch began to fuck her hard and fast. She began to thrust harder and faster, her breasts swinging freely as she bounced on the Butt Witch’s thighs.
“Ohhhh… aaaaaaaaaaaaahhh…”
Velma backed up as the Butt Witch took Mitsue and laid her down on the couch. Mitsue’s breasts fell to either side of her body as she moaned and squealed.
The Butt Witch grabbed Mitsue’s legs, holding them up in the air as she pumped her cock into her. Velma leaned forward and began licking her left breast, the closest to her.
“Oohhh… my dear Velma… you always know what I need…” Mitsue panted as she felt the Butt Witch’s cock pulsing in her cunt.
The Butt Witch began to thrust harder and faster as she fucked Mitsue. She brought Mitsue’s right leg closer to her and began licking the older woman’s foot. Her tongue danced along Mitsue’s wrinkled sole, and she let out a pleasured squeek.
“Ohhh… you both are treating this old woman so well…”
“I know what you like, my darling!” the Butt Witch laughed. “You’re my little slut and my little sex beast… and I’m gonna fuck you good!”
She began licking Mitsue’s other foot while thrusting into her, and Velma began sucking on her tit. Mitsue’s back arched as the pleasure coursed through her body.
“Mmmmm… oooh… yesss…”
“Oh, you taste so fucking good!” The Butt Witch moaned as she thrust harder and faster. “I love your body! I’m gonna make you feel so good!”
“Ohhhh… aaaaaaaaaaahhhhhh…” Mitsue moaned as the Butt Witch fucked her.
“Oh, my god…” Velma breathed as she licked Mitsue’s breast. “Your cunt is just dripping with juice…”
Velma reached down, rubbing Mitsue’s clit with one hand while the Butt Witch fucked her. Velma leaned forward and licked at the older woman’s clit, then she swirled her tongue around it while the Butt Witch pumped into her. Mitsue cried out, and the Butt Witch felt her orgasm begin to build.
“Mmmmm… ohhh… ohhh… ohhhh…” Mitsue moaned as she felt the Butt Witch’s cock pulsing and throbbing inside her. Her pussy stretched around it like a glove.
“Oh… yeah… oohhh… yessss…” The Butt Witch cried out as she came.
Her cock pulsed inside Mitsue, then she pulled her cock out and shot her cum onto Velma’s face. Velma gasped as her freckled face was splashed with the Butt Witch’s hot semen, her glasses getting covered in the stuff. She smiled and licked some off her lips.
“You look cute covered in cum,” the Butt Witch said with a smirk as she wiped the sweat from her brow.
“Ah… thank you,” Velma said, blushing as she stood up.
The Butt Witch looked down at Mitsue. “You’re one sexy old whore, you know that?”
Velma grinned. “I think she knows it, you know…”
The Butt Witch giggled.
“She’s so sexy,” Velma said, leaning forward to plant a kiss on Mitsue’s lips. Mitsue put a hand on the back of her head, sliding her tongue into Velma’s mouth as she kissed her back.
“Oh, you girls are so cute when you make out,” the Butt Witch said, laying down on her stomach between Mitsue’s legs.
Mitsue moaned as the Butt Witch began lapping up her pussy and ass. She arched her back as Velma’s tongue swirled around her own.
“Oh, you’re so sexy!” Velma said as she kissed Mitsue.
“So are you, dear,” Mitsue replied, licking some of the cum off Velma’s freckled cheek.
“I can’t believe you’re so dirty.”
“I’ve been dirty my whole life, dear,” Mitsue said as she began licking Velma’s face. “I love being dirty.”
Velma grinned and let Mitsue kiss her face. The older woman licked the cum off her cheeks, nose, and glasses. The Butt Witch continue licking at Mitsue’s pussy and ass, lapping up her own cum hungrily.
“Ohhh… I love this dirty old woman…” Velma said, smiling as she sat down on the couch. Mitsue sat up, the Butt Witch still lapping at her. Velma reached out, groping Mitsue’s tits.
“Oh, I love you, little slut…” Mitsue moaned as Velma began kissing her neck and shoulder.
The Butt Witch looked up from between Mitsue’s legs, smiling as she watched Vema play with the older woman’s huge tits.
“Mmmmm… oohhhh… aaaaaahhh…” Mitsue moaned as she felt Velma’s fingers sinking into her tits.
“I love you… you old whore,” Velma moaned as turned Mitsue’s face towards her. She kissed Mitsue’s lips from behind, squeezing her breasts with both hands.
“You two make quite the pair,” the Butt Witch commented as she stood up on the couch. She put her hands on both women’s heads, sliding her cock between their lips as they made out.
Velma and Mitsue went along with it, licking her green cock as it slid between their lips. The Butt Witch rubbed her cock between Velma’s and Mitsue’s faces as they continued to make out around her dick. She let out a contented sigh, feeling their tongues swirling around her shaft.
“Uggghhh…” Mitsue moaned as the Butt Witch thrust into her mouth. Velma smiled, watching the cock slide between her lips.
“Oh, baby, you love my cock in your mouth, don’t you?” The Butt Witch said, thrusting deeper into her mouth and muffling her moans with her cock.
Mitsue couldn’t respond, but showed her enthusiasm by greedily sucking on the cock that had already fucked all of her holes that night. Velma continued to feel her up, planting small kisses along her shoulder as the Butt Witch fucked her face once more. Mitsue moaned as the Butt Witch’s cock swelled in her mouth.
“I love your little slut face,” the Butt Witch moaned as she released her cock from Mitsue’s mouth, stroking it. She came on both Mitsue and Velma, splattering both women with more hot, sticky cum.
“Oh, yes, cover us,” Mitsue sighed happily. Velma giggled as she felt the cum hit her face for the second time in a short while.
“You just keep on cumming, don’t you?” Velma asked.
“I can go all night, baby,” the Butt Witch answered, smacking Mitsue’s face lightly with her cock.
“Oh, baby… you make me so dirty,” Mitsue moaned, feeling the butt cock hitting her face.
“I love dirty old whores,” Velma replied, smiling at Mitsue as she continued to play with her tits.
The Butt Witch laughed. “I love both of you little sluts. Do you want a good fucking, too, Velma?”
Velma grinned. “Oh, I sure do…!”
“Well, then… would you like a big cock to play with?”
“Oh, yes! I love cum!”
“Here you go, baby,” the Butt Witch said, sliding her cock into Velma’s mouth. Mitsue watched as, inches from her face, the Butt Witch’s cock disappeared down Velma’s throat.
“Oh, yes, you like it, too, Velma?”
“Oh, yes, I love big cocks in my mouth!” Velma said, pulling back and licking the underside of her cock.
“Well, then… do you want me to fill your hungry pussy and ass with my cum?”
“Oh, yes! I love it!” Velma moaned, feeling the Butt Witch’s cock sliding between her lips. Velma moaned as the Butt Witch fucked her face.
“I love being dirty, dirty, dirty,” Velma thought to herself as the cock invaded her mouth.
The Butt Witch’s cock slid out of her mouth, and she looked down at Velma, smiling.
“I love a little cum on a slut’s face,” the Butt Witch moaned. “Should I fuck your pussy, or your ass first?”
“Oh, fuck my ass!” Velma said. She pulled away, leaning on the back of the couch and sticking her ass in the air. The Butt Witch got down on the floor, walking around behind the large, shapely ass of the young woman.
She grabbed Velma’s freckled cheeks, spreading her ass to reveal her puckered asshole. The Butt Witch spat on it, before pressing her cock head against it. Velma moaned as the cock slid into her ass easily, already slick with a mixture of juices and saliva.
The Butt Witch moaned happily as she began to butt fuck the younger woman’s asshole.
“Mmmmm… aaahhh…” Velma moaned happily as the Butt Witch’s cock spread her asshole.
Mitsue put her hand on Velma’s butt, watching eagerly as the green cock worked its way deeper and deeper into the younger woman’s ass with each thrust.
“Oh, baby, you love my big cock in your ass, don’t you?” the Butt Witch moaned as she continued to butt fuck the young woman.
“Mmmmm… I do…!” Velma moaned, her voice starting to change as the cock continued to slide deep into her ass.
“I love your ass, Velma… and I love filling it up with my cum!”
“Oh, I love it!”
“You want my cum in your ass, baby?” the Butt Witch asked, pumping her cock into the young woman’s ass.
“Oh, yes…!” Velma moaned, feeling the Butt Witch’s cock fill her ass.
“I love your ass on my cock, baby,” the Butt Witch groaned. “I love feeling your asshole take my cock, baby!”
Mitsue watched in fascination as the Butt Witch’s cock slid in and out of Velma’s juicy ass. She planted small kisses on Velma’s freckled butt cheek as the young woman moaned and thrust her ass back against the Butt Witch.
“Oh, fuck…!” the Butt Witch moaned, thrusting her cock into Velma’s ass.
The Butt Witch was getting more and more into it, gripping Velma’s ass with both hands as her cock thrust in and out of her.
“Oh, you’re a natural, sweetie,” Mitsue moaned, watching as Velma’s ass clenched and relaxed around the cock.
“Hah, fuck, baby…!” the Butt Witch moaned, moving her cock back until it pulled out, only slide it back in again. “Oh, baby…, I’m gonna cum, baby…!”
“Do it, pump my ass full of cum!” Velma cried happily, her tongue hanging from her mouth as her body rocked with the power of the Butt Witch’s thrusts.
The Butt Witch moaned, leaning forward and grabbing Velma’s ass with her hands, lifting the younger woman’s body. Velma yelped as she was lifted off the couch, held up by the Butt Witch’s powerful arms. As her cock slid even deeper into her ass, she moaned.
“Oh, fuck…!” the Butt Witch moaned as she continued to thrust into Velma. “Take my cum up your naughty ass, baby…!”
Velma’s feet bounced wildly in the air as the Butt Witch thrust up into her ass. Mitsue moved in front of her, licking the young woman’s pussy as her ass was fucked harder and deeper.
“Oh, I love it, baby! Oh, fuck…!” the Butt Witch moaned as she thrust into the young woman.
“Oh, yeah, baby, take it all!” Mitsue moaned eagerly, licking the young woman’s clit as the Butt Witch’s cock thrust into her ass.
“Uhhh…!” the Butt Witch moaned, as she began to cum. Her cock swelled and pulsed, shooting cum up into Velma’s ass, filling her up with thick ropes of sticky cream. Velma’s eyes rolled back in her head as she felt her ass fill up with cum. She moaned wildly as the Butt Witch continued to thrust, her cock continuing to shoot thick ropes of cum into the young woman.
Velma’s hands gripped the back of the couch as she came from the sensation. The Butt Witch was too in tune with the younger woman to stop thrusting, and the pair continued to cum.
Mitsue watched in awe as Velma’s ass overflowed, cum leaking out around the Butt Witch’s cock. Finally, the Butt Witch finished, and pulled out.
Velma collapsed on the couch, panting, as globs of cum leaked from her gaping asshole.
“Goodness, what a creampie,” Mitsue said, licking up some of the cum leaking from Velma’s ass. “She filled you up good!”
“Yes, she did,” Velma said, panting. “It was incredible…”
The Butt Witch sighed, sitting down next to Velma. She lightly patted Velma’s butt, saying, “Oh, baby… I love your big juicy ass. You squeezed my cock so tight.”
“Oh, but she loves it too, baby,” Mitsue said, kissing Velma on the lips. Velma kissed her back, trembling from the rough anal fucking she’d just received. She was still in her orgasm from the Butt Witch’s cock, and the Butt Witch enjoyed having a horny young woman at her disposal.
“I’m going to tell you a secret,” Mitsue said. “I like to fuck girls too. I love having a tight young ass, and a tight hungry pussy.”
“You and me both,” the Butt Witch said with a laugh. “Speaking of hungry pussies, are you still wanting yours stuffed, Velma?”
“Oh, yes!”
“Well, I had a plan for you.”
“Oh…?”
“Yes, I got just what you need.”
“What is it?” Velma asked hopefully.
“Just a little taste of my cock,” the Butt Witch said. “Lie down on your back.”
Velma lay down on the couch, feeling limp from the orgasm, and the Butt Witch started to lick her pussy. She spread her legs as Mitsue watched.
“Oh, God, that is good!” Velma moaned.
Mitsue decided to straddle Velma’s face, settling her big ass down on top of Velma. Velma’s glasses were pushed up on her face by Mitsue’s soft ass, but she still hungrily dove into her womanhood, sucking and licking it with her soft tongue.
Velma licked and sucked on Mitsue’s pussy while the Butt Witch did the same for her. She moaned as the Butt Witch positioned herself between her legs.
“I’m going to fuck your pussy now,” the Butt Witch said. “Don’t move or I’ll spank your ass, baby.”
“Oh, I don’t mind,” Velma said in a low voice. “Spank my ass all you want.”
The Butt Witch slowly slid her long, hard cock up into her pussy.
“Oh, fuck, you’re so tight, baby,” the Butt Witch moaned. She held Velma’s thighs as she rocked her hips back and forth.
The Butt Witch’s cock pulsed as she fucked her pussy. Velma moaned as the Butt Witch’s cock slowly slid inside of her, until every inch of her pussy was filled with the Butt Witch’s cock. Velma’s moans grew louder as her pussy was impaled in such a tight way. She kept hungrily licking at Mitsue’s cunt, feeling her wetness dribble down onto her face.
“Oh, fuck, fuck,” the Butt Witch moaned as she thrust her cock into the young woman. “You’re so wet, baby…”
“Oh, yes…!” Velma moaned. “Fuck me, baby…!”
The Butt Witch didn’t need to be told twice, and began thrusting into Velma’s pussy. The younger woman moaned underneath Mitsue, clinging to her thighs as she licked her pussy.
Mitsue groped her large breasts, moaning softly as she grinded against Velma’s tongue. The Butt Witch leaned forward, kissing her as they both used Velma’s body for their own pleasure.
Velma was in heaven. She loved the feel of Mitsue’s ass on top of her face, the Butt Witch’s big cock throbbing as she thrust into her tight pussy. She could hear them above her, the two of them moaning and groaning.
“Fuck, I’m coming!” Mitsue moaned, bucking her hips against Velma’s face.
She groaned and rode the younger woman, her pussy juice leaking out onto Velma’s face as she came. Velma lapped up her girlcum eagerly, loving the taste as the old whore squirted all over her.
“Oh, that was so hot!” Mitsue moaned. “God, I love my dirty little girl!”
Velma moaned as she felt Mitsue’s hot cunt juice squirt into her mouth, as the Butt Witch started to fuck her faster.
“Fuck, yes!” Velma moaned as the Butt Witch thrust harder and harder into Velma’s pussy. “I’m cumming, Mitsue…!”
The Butt Witch gasped as she came inside of Velma, her body shaking. “Oh, fuck I’m cumming too…!”
They both moaned as the Butt Witch thrust into Velma, her cock pulsing as she came. Velma screamed into Mitsue’s pussy, cumming hard as the Butt Witch came inside her.
“I love you, baby,” Mitsue said with a moan. “You’re so sweet and sexy…!”
The Butt Witch leaned forward to kiss the older woman, and kissed her deeply, enjoying the taste of her own cum still on Mitsue’s lips.
“I want you both,” the Butt Witch said huskily. “I want to fuck your tight young pussy and your sweet ass.”
“Oh, God, yes!” Mitsue moaned.
The Butt Witch pulled away from Velma, and they both watched her as she lay down on her back, her legs spread open. She took her cock in both hands, and with a quick motion it split into two complete cocks.
Mitsue’s eyes lit up as she watched the Butt Witch’s two thick cocks slide pulse lewdly.
“Fuck, that is so fucking hot!” Velma gasped.
“Mitsue climb on top of Velma,” the Butt Witch ordered. Mitsue did as she was told, and the Butt Witch saddled up behind them.
“Brace yourselves,” she said, sliding one cock into Velma’s pussy, and the other into Mitsue’s ass. Both women moaned as the cocks penetrated their holes. The Butt Witch kept her eyes on the two faces of the girls as she fucked them, her hard cocks pulsing within them.
She could see the excitement building, Velma’s pussy dripping wet as she held them in place.
“Are you ready, girls?” she asked, thrusting her cocks in and out of them.
“Oh, yes!” Velma cried out.
“Fuck, yes!” Mitsue shrieked.
The Butt Witch grinned, and began thrusting in and out of Velma’s and Mitsue’s bodies.
“Oh, fuck that feels good!” Mitsue moaned.
“Yes! Ahh!” Velma cried.
Their bodies rubbed against each other, slick with sweat, as the Butt Witch fucked them both in unison.
“You like that, you dirty little sluts?” the Witch cried, her cocks deep in them.
“Ahhhhhh!” the women moaned, their cries mixing together into a lovely symphony to the Butt Witch’s ears.
The Witch kept up a steady, hard fucking, making her cocks fill their respective holes and making them cum over and over again. She slowed down her thrusts, and began savoring the lewd moans of the two women.
She began moving her hips in time with their panting. Velma and Mitsue began making out, their tongues intertwined as they were both fucked slowly, sensually. They were exhausted, but they couldn’t stop cumming as their tired bodies trembled with excitement.
The Butt Witch groaned as she sank deep into the two women, and soon was cumming herself, her hot cum shooting inside Velma and Mitsue’s tight, wet holes.
Velma and Mitsue panted as they were filled with even more cum. Mitsue’s ass and Velma’s pussy both spasmed as they were filled. The two women continued to kiss, their bodies covered with sweat, still intertwined and still cumming from the last orgasm.
They lay there exhausted, the sounds of the strip club filling their ears as they tried to catch their breath. The Butt Witch pulled out of them, her cocks making a wet squelching sound as cum oozed from their gaping holes. She grinned, her cocks withering away as she morphed them back into a pretty green pussy.
“You two sluts really know how to wear a gal out,” she said, smacking Mitsue’s ass playfully.
Mitsue moaned, wriggling on top of Velma. “Sho… so full…” she mewed.
“You’re soaking,” Velma said, laughing, her pussy still slick with cum. “That was the best sex I’ve had in years.”
“I can’t take credit for it, hon,” Mitsue said. “I pride myself as a professional, but you made the right call in bringing in a third party.”
“Always happy to help,” the Butt Witch said with a wry smile. “I never get tired of fucking dirty sluts like the two of you.”
Mitsue blushed, her cheeks becoming a deep pink. “I’m getting too old for this profession,” she said, rolling off Velma. “It’s too exhausting.”
“Really?” Velma asked.
Mitsue giggled, her heart racing. “No, not really. I could never give this up.”
She and Velma embraced again, laughing and kissing. They made out for a long time, feeling each other up as they writhed on the floor.
The Butt Witch dressed and gathered her things, turning to look at the duo before leaving.
“I’ll be back for you, you dirty bitches,” she smiled, a cocky grin on her face. “And don’t think of trying to run this time.”
“We’ll be waiting!” Velma said, giggling as Mitsue kissed her neck. She knew she’d have to try and arrange another threesome with these two again, and soon.