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Red All Over	By : GeorgeGlass Category: +S through Z > Turning Red Views: 7408 -:- Recommendations : 1 -:- Currently Reading : 1
Disclaimer: I do not own Turning Red or its characters. I earned no money from writing this story. If pandas were really this interested in sex, they'd be safe from extinction.

Chapter List
- 1-Abby
- 2-Miriam
- 3-Priya
- 4-Ming
- 2
- 3
- 4
Chapter 3: Priya
Two down, one to go, Mei thought excitedly as she strolled home from the bus stop. But I left the hardest one for last. How the heck am I going to get Priya to have sex with me?
She felt a tingle in her nipples and between her thighs at merely using the words “sex” and “Priya” together in a sentence. Of the four girls in the posse, Priya was the one to whom puberty had been kindest so far. While Mei, Abby, and Miriam still wore training bras, Priya had graduated to bras with actual cups. Her hips and butt were keeping pace with her chest, giving her a lovely figure that seemed to be growing lovelier every day. Then there was her voice: mature, mellow, and sultry. Just the other day, Miriam had joked that if you could buy beer over the phone, Priya could easily pass for drinking age, at least in Ontario.
Friend or not, and panda or no panda, how am I supposed to get in bed with a girl like her? A girl who's that hot AND that cool?
But that unhopeful thought immediately led to a useful insight. Priya was cool because she didn't care what most people thought of her. However, she cared deeply about what her friends thought of her. When Mei, Abby, and Miriam had bought their first Tamagotchis, Priya had almost immediately run out and acquired one of her own. She had tried to be casual about it, acting like she'd planned to get one all along, but Mei was pretty sure that Priya just hadn't wanted to be the odd one out.
If I want to do it with Priya, Mei thought, then I need her to find out that Abby and Miriam have already done it with me. And that they liked it, and that they want to keep doing it.
But telling Priya all of that didn't seem adequate. It would be much better if Priya heard it from Abby and Miriam's own mouths.
Of course! Mei thought as she strolled through the temple gate. I got Abby on board, and Abby helped me get Miriam on board, so I just need to keep the snowball rolling!
But to make this work, Mei would need more than just some afternoon study session. This called for the ultimate girls’ night, the perfect get-together: a sleepover.
***
The next day was Friday. At lunchtime, Mei grabbed a tray of food from the cafeteria line like always and went to her and her friends' usual table. Seeing that Abby had beaten the others there, Mei seized the opportunity to talk with her.
“Hey, Abby,” Mei whispered after she sat down next to the girl, “I don't know if it's cool to ask this, but…could we have a full-posse sleepover at your house tomorrow night?”
“It's cool for you to ask,” Abby replied, “since your mom won't let you have sleepovers at your house.” Then Abby gasped and asked in a fierce whisper, “Wait, is this 'cause you wanna fuck Priya?”
“Shhhh!” Mei hissed.
She looked around at the kids nearby and saw heads turn in her direction. Mei blushed as she realized that she had probably drawn more attention by shushing Abby than Abby had by whispering dirty words.
Mei waited for everyone to turn back to their own conversations, then whispered, “Yeah, that's exactly why.”
“Awesome,” Abby replied, this time managing a whisper that was actually quiet. “A sleepover would be the perfect place to do it. Especially since my brothers are sleeping over with some of their taekwondo friends on Saturday, and my parents are gonna be at some dinner party until late.”
With a grin that bordered on fiendish, Abby added, “I totally wanna see what happens when you stick it in Priya.” The girl shook her fists excitedly as she added, “She's gonna go nuts!”
The kids looked over at them again. Abby shoved her hands under the table and whistled nonchalantly.
***
That Saturday night, the four girls met at Abby's house, where they feasted on pizza and watched the hilariously low-budget werewolf movie The Baying in the living room. Then they adjourned to Abby's bedroom, where Abby and Miriam sat on one of Abby’s twin beds and Mei and Priya sat on the other for the all-important hours-long gab session. Which, unbeknownst to Priya, had been partly scripted.
“You know,” Miriam said, “when you think about it, Mei's kind of like a werewolf.”
“Yeah,” Abby agreed. “I mean, the fur, the hugeness—it's all super-sexy.”
“Wow,” Mei said, trying not to sound like she knew the girls were going to say exactly this. “You really think it's sexy?”
“Hell yeah!” Abby replied.
Now came the important part of the script. Miriam turned to Priya and said, “Hey Pri, if Mei were a guy-panda, would you do her—I mean, him?”
Priya was clearly trying to sound offhandedly low-key when she replied, “Yeah, probably.”
“Then you're gonna love this,” Abby said, standing up. “Mei, do the thing!”
Mei stood up, trying to think about how sexy Priya was and how much Mei wanted to fuck her. Then Mei transformed, and her big pink panda-cock was erect and pointing right at Priya.
“Check it out!” Abby shouted, wrapping her chubby hand around the thick base of Mei's member. “Isn't it amazing?”
Before Priya could reply, Abby dropped to her knees in front of Mei and started licking her cock like a starving girl with a jumbo lollipop.
“Oh wow!” Mei replied.
This hadn't been part of the plan, but that didn't bother Mei at all. She was getting oral sex for the first time in her life, and she was loving it.
The next thing Mei knew, Miriam was on her knees next to Abby. While Abby licked Mei's cock, Miriam licked Mei's big, black balls. Whether Miriam was doing this out of horniness or just to convince Priya that it was okay to love panda-packie was another thing that Mei didn't care about in the least at that moment.
Abby took the end of Mei's cock into her mouth and began to suck it, making Mei gasp and close her eyes. So several seconds passed before Mei even thought to open them and look at Priya's face.
The girl's mouth was literally hanging open as she stared at what was happening in front of her. But Priya wasn't frozen in place; rather, she was squirming a little, as though she were trying to get comfortable with something she was sitting on. No—as though she were trying to get comfortable with something between her thighs.
She's horny, Mei thought. O M fucking G, Priya is horny!
Just then, Abby started bobbing her head, using her lips to massage the first few inches of Mei's cock. And then Miriam's tongue moved from Mei's balls to the base of her cock, the freckled girl apparently not even caring that Abby had been licking Mei there a mere minute earlier.
It was all too much for Mei. She cried, “Ohmigod! I- I- AaaaaaAAAAAAH!” and shot her load straight into Abby's mouth. Mei's climax intensified further when she heard Abby gulping repeatedly and realized that the girl was swallowing Mei's seed by the mouthful, and Mei found herself seizing Abby's head between her big paws as though to ensure that Abby knew not to stop swallowing under any circumstances.
When it was over, Mei was panting. Then Miriam stood up and started taking her clothes off.
“So,” she said to Priya as she flung her flannel onto a chair, “wanna get in on this?”
Priya, still staring, simply replied, “Yeah.”
Moving slowly, as though in a trance, Priya unzipped the collar of her striped yellow sweater and pulled the garment up and off. Then she did the same with the plain yellow tank top she wore underneath.
Despite having just cum in a big way, Mei felt her arousal perk up again as she looked at Priya in her bra, which was white and decorated with sunflowers. It didn't hurt that Abby was licking Mei's cock clean at the same time.
Mei's interest grew as Priya reached back and undid the clasp and then pulled the bra away from her chest. Now, Mei was looking at Priya's perky, tan-skinned breasts with their even perkier, dark-brown nipples.
“Niiiiiiice…” Mei murmured.
Priya's normally placid face reddened as the girl replied, “Uh, thanks.”
“Try touching Mei's cock, Pri,” Miriam said, just as Abby was letting go of it and standing up. “It feels amazing.”
Tentatively, Priya reached out and wrapped her hand around Mei's half-erect panda-cock. Her normally impassive face grew visibly intrigued. Then Priya, still holding Mei's member loosely, slowly moved her hand down to the head and then up to the base.
“It really is amazing,” Priya said, her eyes locked on Mei's member. “It's really like what a werewolf's thing would look like.”
Mei was loving the feel of Priya's soft touch on her cock. But she also couldn't stop looking at the girl's sweet, pert breasts. Priya's nipples seemed to be growing erect, making her little titties look even more inviting. So inviting, in fact, that Mei couldn't help but put her big, furry paws on them and feel up Priya like a horny teenage boy in the back seat in some '80s sex comedy.
Priya gasped, but she didn't say or do anything to stop Mei from fondling her breasts. All the sexy, brown-skinned girl did in response was tighten her grip on Mei's cock and switch from merely exploring it to rubbing it.
Mei was blown away by what she felt was the total perfection of Priya's breasts. Not only did they have more size and roundness than Abby's or Miriam's, but they struck an even more wonderful balance between soft and firm.
I could just stand here feeling her up all night, Mei thought. Except that her hand feels so amazing on my cock that I'll probably explode if I don't get inside her soon.
Thankfully, her friends seemed to want to move things along, too.
“Let her put it in you, Priya,” Miriam said, touching Mei's cock so that her hand was also touching Priya's. “It's the best thing ever.”
“It totally is!” Abby agreed.
Priya was still looking at nothing but Mei's cock as she continued moving her hand slowly up and down its length. Mei had never seen Priya so fascinated by anything.
“Yeah,” she said, her tone dreamy and faraway. “Put it…Put it in me…”
Yet Priya kept stroking Mei's member, seemingly oblivious to her own words, or at least to the connection between the words and the actions that one would expect to follow them. Fortunately, Abby and Miriam seemed eager to help: Miriam pulled Priya's tan pants down to the floor, and Abby did the same with Priya's midnight-blue undies.
Now it was Mei's turn to act, by getting herself and Priya into position. Fortunately, Mei had fantasized about this moment enough times that she pretty much knew what kind of position she wanted to use: one that would enable Mei to see Priya's face when Mei eased her cock into the beautiful virgin girl.
So Mei took hold of Priya's ass, and the girl put her hands on Mei's furry shoulders and let Mei lift her up. Then Mei carried Priya over to Abby's dresser—which, Mei had noticed, was free of the usual object like Abby's hairbrush and action figures, making Mei wonder if Abby had anticipated Mei wanting to put Priya on the dresser. Abby wasn't known for planning ahead, but maybe she was more motivated to do so when it came to fucking.
Mei put Priya down on the dresser, smiling at the way Priya's shapely naked ass spread out a little as she settled. Then Mei looked at Priya's face.
“Ready?” Mei asked.
Priya didn't speak. She just tightened her grip on Mei's shoulders, opened her lovely tan thighs wide, and nodded.
Mei reached down, grabbed her achingly hard, throbbing member, and put it in position between the lips of Priya's surprisingly mature-looking pussy, which had a petite black bush.
“Here we go,” Mei breathed. Then, as Priya looked up at her face, Mei pushed gently, easing the head of her big pink cock into Priya's sex.
“Whoaaaaaaaahhhh…” Priya murmured.
“Ahhhhhhh…” Mei sighed.
Slowly pushing in farther, Mei couldn't believe how good it felt—not just to penetrate Priya for the first time and to feel the girl's hot, tight love-channel hold and caress her cock on its way in, but to look at Priya's face as it happened. It was as though those dark, stormy eyes were showing Priya's deepest, most hidden self, and how that part of her felt to be entered and filled, centimeter after centimeter after centimeter, by Mei's long, thick member.
“Ohhhh,” Priya moaned. “Ohhhh yesssss…more…put it in more…farther…deeper…”
Going in deeper was the only thing Mei wanted to do. So even though she was trying to push in slowly, it seemed like only a moment before she hit bottom and her cockhead was pressing eagerly against the entrance to Priya's womb.
“Oh, Priya…” Mei said, the sound something between a gasp and a sigh. “I'm in you, I'm all the way in you…”
“Yeahhhhh,” Priya breathed. “In me…so fucking deep in me…”
“If Pri likes that,” Mei heard Miriam whisper to Abby, “wait till Mei starts fucking her.”
“I don't wanna wait,” Abby whispered back. “I wanna see it right now.”
Mei didn't want to wait, either. She started moving slowly in and out of Priya's pussy, savoring the grip of Priya's love-muscles around her with every movement. Priya closed her eyes and breathed in time with Mei's slow thrusts, clearly focusing on the sensations as much as Mei was.
“Yeah, Mei, fuck her,” Mei heard Miriam murmur, the slim girl's tone quiet and dreamy enough that she probably didn't even know she was speaking aloud. “Fuck her with that big cock…Fuck her nice and deep…”
Out of the corner of her eye, Mei saw Miriam stand up and take off her socks, pants, and panties, keeping her flannel and T-shirt on, all without looking away from the sight of Mei slow-fucking Priya on the dresser. Abby, apparently inspired by Miriam, also stood up and took off her clothes, although she did it much faster and stripped entirely naked. Then both girls sat back down on the bed and began rubbing their clits.
Mei was only dimly aware of all this, as most of her focus was on Priya. Nonetheless, knowing that her other two friends were so excited to see Mei fuck Priya that they had no qualms about stripping down and touching themselves in front of the others made Mei more excited, too. So she started fucking Priya at a slightly faster pace.
“Mmmmm…” Priya murmured. “Yeah…more…”
This entreaty, spoken in Priya's sexy, sultry voice, immediately spurred Mei to increase her pace further. Priya tightened her grip on Mei's shoulders while also wrapping her legs around as much of the big panda-girl's torso as she could and fucking her hips against Mei's.
Now it was Abby who started murmuring aloud. “Ooooh, yeah, fuck, keep fucking, don't stop fucking…” she breathed, rubbing her clit faster.
“Yeah, fuck her, fuck her hard…” Miriam breathed, also circling her finger faster around her clit.
This was more than Mei could take. She pounded Priya hard, eliciting loud moans that bordered on screams. The dresser, which had seemed sturdy and stable before, now creaked and rocked with Mei's powerful thrusts, and Priya seemed to be not merely sitting on it but riding it as Mei plowed her.
“Ungh! Ungh! Ungh!” Mei grunted, her feral side taking over. All thought of Priya's beauty and sexiness was gone from her mind; right now, Priya was the body she was clutching and the hot, tight channel she was fucking—and that she needed to shoot her cum deep inside of.
Priya was moaning and gasping louder and louder as she clung to Mei's big, furry body. Then Priya screamed “AAAAAAAH!”, and her pussy seized Mei's thick cock so forcefully that the added friction made Mei roar and shoot a massive load right up into Priya's womb.
After their climax, Priya was still holding onto Mei with all four limbs. When Mei's cock softened and slipped out of Priya's pussy—allowing cum to gush from the girl's gaping sex onto the hardwood floor—Mei lifted Priya up off the dresser and held her, Priya's head on Mei's shoulder.
“Mei,” Priya panted, “I need more.”
Mei's cock, hanging heavily, twitched at the suggestion.
“Me too,” Mei replied.
“Put me on the bed.”
Mei carried Priya to the empty twin bed and laid her down on her back. Priya rolled over and got up on all fours, putting her ass close to the edge of the bed.
“I wanna do it…werewolf style...” she breathed.
“Oooh, yes!” Abby cried. “Do her from behind, Mei!” Then she turned to Priya and said, “You're gonna love it. It makes you feel like a total animal!” Miriam chuckled.
This position gave Mei her first good look at Priya's ass. Like her breasts, Priya's booty struck Mei as darned near perfect: It was just the right size, being nicely rounded but not excessively so, and the skin was as flawless as it was everywhere else on the girl's body.
Looking at Priya's ass while seeing and hearing Priya begin to pant with lust got Mei hard again in a matter of seconds. She got behind her hot friend and plunged in, and soon they were fucking hard enough to shake the bed until they both came again, screaming.
After finishing with Priya, Mei fucked Abby and Miriam once each. Then Mei's three friends all lay on the bed, gazing upward at nothing and sighing happily as cum leaked from their pussies. Despite having cum several times, Mei couldn't quite poof back into her human form, so she lay on the floor next to the bed. Abby reached over, took hold of Mei's wrist, and put her big, fuzzy paw on Abby's soft belly.
“You think we'll all have panda-babies now?” the chubby girl asked dreamily, her eyes still on the ceiling.
Mei's own eyes snapped open, and her dreamy reverie vanished like fog in a sudden windstorm. It hadn't even occurred to her that her new boy-parts might actually be able to do what nature had created boy-parts to do.
“Um, no, I don't think so,” Mei replied, trying to sound more certain than she was. “I mean, technically, we're different species right now, so we shouldn't be able to, you know, interbreed.”
Mei had breezed through biology class so far this year, and from a logical and scientific point of view, this assurance made perfect sense to her. The trouble was, her panda transformations had nothing to do with logic and less than nothing to do with science. Really, she had no idea what was or wasn't possible.
“Yeahhhhh, that makes sense…” Priya replied dreamily.
“Uh…huh…” Miriam agreed.
“Awwww…” Abby whined. “I wanted to have a panda-baby…”
“You know,” Miriam said, sounding more awake now, “this really is the best thing ever. We can try out anything we might ever want to do with a boy without having to worry about condoms or whatever.”
“And anything we can do with a penis the size of Mei's,” Priya added, “we could totally do with a normal-size one.”
A small part of Mei was bothered by being talked about as though she were some kind of sexual practice dummy. But this minor misgiving was quickly drowned out by the realization that all three of her friends wanted to have lots more sex with her. Starting right now, apparently.
“I wanna try it in my butt,” Abby said eagerly. Then she turned over, got up on all fours, then looked at Mei and shouted, “Shove it up my butt!”
Holding up an index finger, Priya said, “Um, you might want to use lubricant or something.”
Abby straightened up sharply and said, “Oh! Right!”
The naked girl jogged out the bedroom door, her bare ass bouncing as she went. Mei, Miriam, and Priya were still looking at one another in puzzlement when Abby exploded back into the room with a two-liter bottle of vegetable oil in her chubby hands.
“Let's do this!” she shouted.
Seeing Abby so enthused about getting fucked in the ass was making Mei get hard again. And when Abby sloppily poured some vegetable oil into her palm and then massaged it onto Mei's cock with both hands, Mei got the rest of the way there.
Abby didn't even bother to wipe the oil off her hands before she dived back onto the bed and got into doggy position again. Then she dropped her head and shoulders onto the bedspread and reached back with both hands to pull her asscheeks open wide, making her little brown hole a prominent target.
“Now shove it up my butt!” the girl hollered.
Mei stood up behind Abby. Out of the corner of her eye, she saw Miriam and Priya watching intently. No doubt, they were very curious to know whether Mei's big pink cock could possibly fit in that tiny hole—and how Abby would react if it did. Mei herself certainly wanted to find out. More than that, though, Mei wanted to know how that tight little hole would feel around her prodigious panda-cock if she could manage to get it in there.
So Mei put her cock against Abby's asshole, grabbed the plump girl by the waist, and pushed. And when Abby's hole resisted, Mei pushed harder.
“Haaaaaaaah!” Abby hollered as Mei's cock forced her asshole open wide and then started sinking in. “Aaaaah, my ass!” Then, before Mei could stop pushing and ask Abby if she was okay, Abby yelled, “Fill my ass!”
Mei kept pushing until about three quarters of her cock was buried in Abby's ass. Then she started to pump her. Mei went slowly, but Abby panted and moaned nonstop nonetheless.
“Daaaaaaamn,” Priya murmured. “I can't believe she got it in there.”
“I can't believe Abby's so into it,” Miriam replied.
Mei could barely hear this conversation over Abby's variety of loud vocalizations, but the words wouldn't have registered even if she'd heard them clearly. Mei was much too absorbed in the sensation of Abby's tight anal ring squeezing her thick red cock as it went in and out, and of the intense heat in the depths of Abby's bowels.
“Oh fuck yeah!” Abby hollered. “Fuck my ass deep! Fuck it DEEP!”
Mei was already going in most of the way on each thrust, pleased that Abby could take so much of her length this way but a little afraid to test the limit. Now, encouraged and excited by Abby's demand, Mei went in a little farther each time, pushing an additional centimeter or so of cock into the girl's ass on every thrust. Abby's moans and cries of pleasure grew louder, so Mei kept it up until she was going in to the hilt again and again, her big, furry balls slapping against Abby's pussy each time.
“Aw daaaaamn,” Priya breathed, her gaze fixed on the place where Mei's thick cock was going in and out of Abby. “That is deep.”
“It's like me shoving my arm in there,” Miriam murmured, also staring. “Like, up to my elbow. I've gotta try that.”
“You want to shove your arm up Abby's ass?”
“What? No! I want Mei to shove her big fucking panda-cock up my ass!”
“Oh. That makes more sense.” Then, turning on her side and putting one hand on her own ass, Priya smiled slyly at Miriam and added, “If you do it, I'll do it.”
Again, Mei was only sort of listening to this conversation because she was so absorbed in going balls-deep in Abby's ass again and again. But she got the sense that her other two friends were also interested in taking Mei's cock in their tight little rear holes, which further amped up Mei's horniness. So she started fucking Abby's ass faster while still going all the way in every time.
“Oh fuck yeah,” Abby gasped. “Ride me…Ride my ass…”
Mei tried to savor fucking Abby's tight asshole for as long as she could. But the girl's gasps, moans, and occasional shrieks of pleasure were such a turn-on that Mei had to pump Abby faster and faster to keep up with the demands of her own lust. Soon, Abby's broad ass was jiggling violently from the force and speed of Mei's thrusts.
“Ugh! Ugh! Ugh! UUUUUGH!” Mei grunted, thrusting in deep and firing her load way up into Abby's bowels. Abby clutched the bedsheets in her hands and screamed “OH MY GOD ITS SHOOTING IN SO DEEP!” as she came.
When it was over, Mei pulled her cock out of Abby's now-gaping hole. She was so tired that she found herself falling down toward the bed—and then felt a rush of panic when she realized that she might break the bed with her sheer panda-mass, just as she had once broken her own bed.
But when Mei thrust her arms out to try to at least slow her fall, she saw that they were not her big, furry panda-limbs but her regular, skinny human ones. So her landing was gentle. And, unlike all her friends, Mei was now fully clothed.
“Sorry…guys…” she panted. “I just…need…a minute…”
“It's okay, Mei,” Miriam replied. Then, her tone growing teasing and seductive, she added, “I can wait for you to take my anal virginity. I mean, I don't NEED to have your big, thick panda-cock shoved deep in my tight little ass…”
And then Mei was leaping up from the bed as she transformed into a panda again, her cock rock-hard.
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Red All Over