Adult-FanFiction.org : Cartoons

Rhythm and Tides	By : Shaellin Category: +S through Z > Winx Club Views: 4276 -:- Recommendations : 0 -:- Currently Reading : 0
Disclaimer: I do not own Winx Club, nor any of the characters from it. I do not make any money from the writing of this story.

Chapter List
- 3
- 4
- 5
Musa rubbed her friend's back comfortingly for a few seconds before they both pulled back a little to smile at each other. Musa's smile turned into a grin a moment later.
"Now would you mind getting undressed already? It's kind of embarrassing being the only one who's naked here."
Layla grinned back at her as she let go of Musa and backed off a step.
"I've got a better idea. Why don't you undress me?"
Musa gave her friend a skeptical look.
"After I went and did a strip-tease for you, now you want me to undress you too? Makin' me do all the work, huh?"
Layla grinned impishly.
"Mmmm, maybe. Think of it as unwrapping a gift from me to you."
Musa smirked back at her, putting her hands on her hips.
"Yeah right. You're just being lazy, that's what."
Layla gave Musa a smart-alec smirk.
"Well if you don't wanna do it, I have no problem watching you continue to parade around naked while I stay fully dressed."
Musa grinned playfully.
"Oh really?"
Layla gave her a puzzled and faintly worried look.
"Musa? What're you thinking?"
Musa's grin turned devilish.
"I was just thinking that bare midriffs may looks sexy but they don't do a thing to protect you from tickle attacks."
Layla's eyes went wide. She looked down at the four inch gap between the top of her khaki skirt and the bottom of her white-trimmed lavender tanktop. She looked back up at Musa and held out both hands in protest as Musa advanced on her.
"Oh no. Nonononono. No, seriously Musa, not a good idea. I am extremely ticklish."
Musa kept grinning as she backed Layla toward the bed, hands poised to strike.
"Then get ready to start laughing girlfriend, because here I come!"
Layla cried out in dismay as her legs hit the bed behind her and she toppled back onto it. She quickly rolled onto her stomach and tried to crawl away, but Musa was too fast for her. Musa dove in and started tickling Layla's sides. Layla shrieked as she burst into a fit of laughter. She collapsed on the bed and started rolling from side to side, trying desperately to block Musa's assault with her arms. Musa kept after her mercilessly, grinning all the while.
"Heh heh. You were right Layla. You really are ticklish."
Layla rolled onto her back, giggling uncontrollably as she tried to grab Musa's hands to stop her.
"Ha ha! Uncle! Ha ha heheha ha! Uncle! Ah ha ha ha!"
Musa continued to tickle her relentlessly.
"Do I look like an uncle to you?"
Unable to catch Musa's elusive hands, Layla resorted to batting them away.
"Hehe ha ha haa! Stop! Ha ha ha! Sto-ha-ha-ha-hop!!"
Musa withdrew her hands, but held them ready to swoop back in again for another bout of tickle torture.
"Had enough? You ready to strip now?"
Layla nodded weakly as she lay there panting and gasping for breath.
"Yes... Yes... Just give ... me a ... minute ... to catch ... my breath."
Musa grinned triumphantly down upon her friend.
"Good! Tell ya what, I'll meet you halfway. I'll start at the bottom while you start at the top and we'll meet somewhere in the middle."
Musa was reluctant to leave the lovely sight of Layla lieing on her back with her chest heaving like that, but she seriously wanted to get Layla naked as soon as possible now. She knelt down beside the bed, right next to Layla's dangling legs. Taking hold of the right leg, Musa shoved up the white leg warmer draped over her foot in order to get at Layla's shoe. She slipped the shoe off her foot, followed by her sock and finally the leg warmer. Once her leg was bare, Musa couldn't resist running her hand up and down the calf muscle while she kissed a trail from the knee down the shin, across the top arch of her foot, and all the way down to the base of her friend's toes. Layla moaned softly as she sat up to pull her lavender tanktop up over her head and off.
"Mmmm. That feels nice Musa."
Musa looked up and smiled at the unveiling of Layla's plain white bra as she proceded to undress the left leg.
"Plain Jane white, huh? Guess we're two of a kind in that department then. Maybe you and I oughta go lingirie shopping together sometime and put some more color in our undies."
Layla grinned back. She reached around behind her back to unhook the clasp of her bra and remove it while Musa repeated the kiss and carress procedure on her left leg.
"Sounds like fun. I'll bet you'd look great in blue. Heads up!"
Layla dropped her bra on her friend's head so that the cups landed covering Musa's pigtail bobs. Musa looked surprised for a moment, then pulled the straps down under her chin and smiled up at Layla innocently.
"He he! How do I look?"
Layla grinned down at her.
"Like a cute little kitty-cat."
Musa held her hands up in front of her, folding them over to resemble cat paws.
"Mew! Kitty wants some milk!"
Layla cupped her breasts in her hands invitingly.
"Here kitty kitty! Come get your milk!"
Musa giggled, then made a passable imitation of a purr as she crawled up to bring her face close to Layla's offered breasts. She nuzzled the dark brown orbs like a kitten seeking out its mother's teat, producing a giggle from her ticklish friend. A moment later her lips latched onto Layla's right nipple and she commenced to suckle on it, illiciting a moan from her dark-skinned friend. Layla brought her hands up to cradle Musa's head while her pale friend sucked and licked first one nipple and then the other.
"Oh, Musa. That feels so good."
Musa looked up at Layla with a cake-eating grin.
"Then how about we switch places and you finish what you started earlier so I can find out how good it feels?"
Layla chuckled as she gazed into Musa's eyes and grinned back at her.
"I guess I do owe you one."
Musa held up two fingers.
"Actually, you owe me two."
Layla raised her eyebrows.
"Two? How do you figure that? One for each breast maybe?"
Musa shook her head.
"Nope. You lost the bet, remember?"
Layla gave her a wry smirk.
"I seem to recall you saying screw the bet, that you'd do me instead."
Musa smiled and wagged a finger at Layla.
"Nuh uh. I never actually said 'instead'. I'll do you after you do me."
Layla shook her head.
"That's sneaky Musa, but okay. I'll buy that. You've got yourself a deal."
Musa beamed triumphantly as she stood up and pulled Layla to her feet. She switched places with her topless friend and sat down on the bed. She found herself face-to-face with Layla's short skirt.
"Whoops! I think we'd better get rid of that before we go any further."
She reached out to unbuckle Layla's skirt and pull it down. It fell to the floor and Layla stepped out of it, leaving her clad only in a pair of white cotton panties with a picture of a heart right over her pussy. Musa giggled when she saw it.
"Hm hm hm! That's so cute! It's also a pretty blatant signal to anyone lucky enough to get the chance to see it."
Layla blushed again as Musa winked at her.
"Eh heh. Guess I never really thought of it that way before."
Musa placed her hands on Layla's butt cheeks and drew her in closer as she leaned in to nuzzle against her friend's crotch.
"Meow! Kitty wants to know if Layla's kitty would like to come out and play."
Layla's eyes closed and her head tilted back as she cradled her friend's head in her hands.
"Oh, yes!"
Musa looked up and giggled.
"Hm hm! Good enough for me!"
Hooking her thumbs and forefingers into the waistband of Layla's panties, she slid them on down, revealing a thick carpet of tight black curls. She whistled in amazement while Layla stepped out of her panties.
"Whoa! That's one furry kitty!"
Layla grinned in embarrassment.
"Yeah, I know. Not like your sexy shaven pussy. Speaking of kitties, I don't think you need this anymore."
Musa pouted as Layla plucked the bra off the top of her head and tossed it aside.
"Aaaw. I was having fun being a cat girl."
Layla smiled and rubbed the top of Musa's head affectionately.
"I think you're a cute kitty with or without your ears."
Musa closed her eyes and giggled.
"Hm hm!"
She opened her eyes and smiled up at Layla.
"Say, if I'm a kitty girl, what kind of furries would that make you and the rest of our crew?"
Layla placed a finger on her chin thoughtfully.
"Hmm... Well I definitely see Tecna as a mouse, don't you?"
Musa bobbed her head enthusiasticly and grinned.
"Yeah, totally! Tecna the Tech Mouse!"
Layla held out her hand and ticked off two fingers.
"For Bloom, I dunno, maybe a fox?"
Musa looked thoughtful.
"Yeah, I can see her as a fire fox."
Layla ticked off a third finger.
"For Stella, how about a bunny?"
Musa shook her head.
"Nah. Flora's the bunny girl. I think Stella's a mink."
Layla grinned.
"I guess you're right. So then what does that make me? A dog?"
Musa leaned forward, grinning back at her.
"You'd certainly make a cute bitch, but I think pony girl would suit you better."
Layla turned her right side to Musa and glanced down at her naked profile.
"You really think I look like a pony girl?"
Musa nodded firmly.
"For sure! You've definitely got the curves to pull it off, and with your skin tone and that mane of hair you're a natural. All you'd need is a tail and a pair of hooves and you'd be set!"
Layla grinned and shook out her long, brown, wavy hair, making it swish like a horse's tail. Then she threw her head back and neighed. Musa giggled at her friend's antics, then leaned back on the bed and cupped her breasts invitingly.
"Here you go horsie! I've got a couple of nice sugar cubes for you!"
Layla turned and high-stepped over to Musa in horse-like fashion, walking only on the balls of her feet in imitation of a horse's hooves. She lowered her face to Musa's breasts and began nuzzling at them with her lips, as though trying to locate and pick up the promised sugar cubes using just her lips the way a horse or pony would. After a few moments her lips found Musa's right nipple and latched onto it. She pulled at her friend's nipple with her lips, as though trying to pick it up and eat it, and swirled her tongue around the tip. Musa closed her eyes and moaned blissfully as Layla brought her nipples fully erect one after the other.
"Oh, Layla! You really suck!"
Layla froze for a moment, her eyes flying open wide in shocked surprise, before she pulled back and stared at Musa with a frown.
"Excuse me? Did you just say I suck?"
Musa's eyes flew open in surprise as she heard her words echoed back to her. She rubbed the back of her head in obvious embarrassment.
"No, wait, that's not what I meant. That didn't come out right."
Layla stood up straight and turned her back on Musa, arms folded across her chest.
"Oh, I get what you meant. You think I suck at nipple licking."
Musa got up off the bed, walked up behind Layla and wrapped her arms around her.
"Yes! I mean no! I mean, you're really great at nipple licking. And sucking. You suck like nobody's business."
Layla turned her head to look back at Musa over her left shoulder.
"So what you're saying is that I suck."
Musa caught the glimmer of mischief twinkling in Layla's eyes and realized she was being teased. She grinned back at her dark-skinned friend as she let her hands wander down the slope of Layla's belly to the sacred valley between her legs.
"Hell yeah. Bigtime. I've even got the hickie to prove it."
Layla dropped her left shoulder and turned her upper body to meet Musa's mouth with her own. She moaned into her friend's mouth as Musa stroked her nether lips with deft fingers. She stroked Musa's thighs with her hands while grinding her ass into her friend's crotch.
When Musa reached up to tweak her left nipple, Layla thought she might die from the pleasure. Her moaning increased in urgency as she felt it building up inside her. After all the times the two of them had teased each other that night, starting something only to pull back before things went beyond the point of no return, Layla knew this time was for real. If Musa pulled away this time it would be much too cruel. She grabbed the hand Musa had on her cunt and pressed on the middle finger, urging her to slide it on in. She cried out into Musa's mouth as she felt her comply. Her hips bucked wildly, working her friend's finger in deeper with every thrust. A few moments later she felt Musa's fingertip rub against the membrane of her hymen. Layla's whole body stiffened up at that contact. As much as she loved Musa and as badly as she needed to cum, she knew she just wasn't ready to go there quite yet.
Correctly divining the signs of Layla's body, Musa pulled her finger back from the danger zone and resumed stroking her friend's twat with longer, shallower strokes. Layla relaxed her body and resumed humping her friend's hand. She moaned once more as she felt Musa insinuate her thumb between her labia and begin sliding it upwards. She bucked hard when she felt Musa's thumb make contact with her clitoris. The combined stimulation to her mouth, breast, pussy and clit drove Layla's senses into overload. Her whole body undulated as she rode Musa's hand for all she was worth. Moments later her body stiffened up and arched backward as her orgasm overtook her. She broke contact with Musa's mouth and screamed out loud as wave after wave of orgasmic delight rippled outward from her core, radiating throughout her entire body.
Musa held onto her friend tightly as she rode out the storm of her orgasm. She showered Layla's neck and shoulder with kisses as she began to come down off that mind-blowing high. When she felt Layla's knees beginning to buckle she eased her down to a kneeling position on the floor and held her in her arms until Layla began to recover. Layla's body was slick with sweat and Musa delighted in letting her left hand roam about her friend's belly and waist, even as high up as the cleft between her breasts. In a few moments Layla opened her eyes and glanced over her shoulder at her alabaster complexioned friend.
"Whoa! Did we really just do that?"
Musa grinned back at her.
"You better believe it, 'cause as soon as you're recovered I want my turn next!"
- 3
- 4
- 5
You need to be logged in to leave a review for this story.You need to be logged in to leave a review for this story.
Report Story

Rhythm and Tides