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Innerspace	By : Ozphoenix Category: Transformers > G1 > AU/AR Views: 1669 -:- Recommendations : 0 -:- Currently Reading : 0
Disclaimer: I do not own Transformers, nor any of the characters from it. I do not make any money from the writing of this story.

Chapter List
- 1-Innerspace
- 1
DISCLAIMER: Transformers owned by Hasbro, not me.

Innerspace

By Phoenix

Springer heard the footsteps before the small grunt and sigh, the thump of the chair being sat upon, followed by the quick tapping of input keys for the ship report. The triple changer grinned and swung around in his second-in-command chair.

“Ahh, Mags – had a nice inspection tour did we? Managed to kick a few trainee butts?” he asked jauntily. Ultra Magnus looked up briefly, glared, and went back to scrutinsing his ship report – which was no small task, considering the ship in question was over 20 million tonnes gross, and was the brand new spearhead for the Autobot fleet. Black, imposing and the best in universe-class ship technology the credit-low Autobots could afford.

Springer smirked, hefted his feet up onto the console and tilted his head to better catch Magnus’ murmured remarks into his personal computer. Springer was sure he could hear ‘Springer is a smart-ass, must sack him’, among the critical comments. He turned back to his own computer, and tapped out a query; -
::Arcee. Find::

The computer acknowledged it, and in seconds came back with the answer; - ::Third level. Room L89::

She was in their quarters. He quickly tapped out another request; -
::Phoenix. Find::

and the response came back just as quick.
::Sixth level. Waste Extraction. Cubicle 2::

Springer guffawed. Phoenix was in the ‘ladies room’ – the personal waste disposal outlet. He thought he could grow to love such a sophisticated location system that even told you when someone was taking a leak….

Magnus cocked an optic at him, “Whats up with you?”

“Me? Oh, I’m just testing out the, um, ‘capabilities’ of our new ship. By the way, do you know where Phoenix is?”

Magnus scowled, “No, why?”

“Well, heh, the locator on the ship’s computer can tell you where anyone on the ship is. Try it!” Springer tried to keep the obnoxious grin off his face.
Magnus pursed his lips, certain Springer was up to something, but shrugged and tested the system on his own console. The way his expression changed from grumpy wariness to utter shocked surprise when he found Phoenix was doing something very personal, sent Springer into hoots of laughter.

“SPRINGER!” Magnus’ roar echoed around the enormous three-tiered command centre, making every tech and lieutenant pause in shock.
“I didn’t need to know that, thanks-very-MUCH! Now get your filthy mind back on the job!” Magnus’ harsh response made Springer think Mags was far too wound up. The job of working out the bugs of the new ship was really getting to him. He needed a break.

“Uh, okay,” Springer tried to act contrite, but couldn’t stop his big grin from showing. The tech standing next to his chair with a notepad for him, blinked a few times then cautiously handed it over; quickly scuttling away to put some distance between him and the fuming Ultra Magnus.

Springer let Magnus simmer down for a while, concentrating on his assigned tasks and keeping a low profile. It didn’t stop him squirming with a very kinky thought though. The fact that he was hoping to ‘christen’ the ship with a special event. He wanted him and Arcee to be the first couple to interface on the ship. The first shift would be ending soon, and he knew he stood a good chance of racing back to his quarters, grabbing his giggling mate and ‘getting it on’ before his grumpy commander was even halfway out of his command chair. The way Magnus’ mood was going, Springer knew Phoenix would be sorely missing some good lovin’ this first night. Since Arcee and Phoenix were currently the only two femmes on the ship, him and Arcee would easily take the dubious title of being the first couple to ‘bonk’ on the ship. It made him feel warm and gooey.

He carefully looked up at Magnus from under his optic arches – to see Mags looking down at him from the command chair the same way. Springer smiled cautiously, their optics meeting. The Commander looked regretful of his outburst. “Springer, I’m-”

“Forget it, you’re getting twitchy and I went too far. It happens,” Springer shrugged him off, “but, ahh, don’t tell Nix, okay? That’s all I ask.”

Magnus chuckled, “Uh huh. I’m sure she’d be ecstatic to hear you were spying on her in the ladies room.” His optic noticed the chronometer was moving towards the end of the day shift, “We’re almost finished here. Lets shut this thing down for the night and leave it to the nightcrew, eh?”

Springer leapt to his feet, jogging in one spot to get going, “Great! Whaddya say about a drink?”

Internally, Magnus sighed – he had been looking forward to retiring back in his quarters with Phoenix to snuggle up to and spending the night in blissful recharge – but what the heck, he had so many worries in his head about this new ship, maybe a small drink of something strong would help him recharge easier. “Okay,” he nodded, smiling at Springer’s grin of glee and the way he immediately rushed around the command centre in a green blur, briefly instructing the lacklustre night shift. For himself, Magnus packed up his laptop, put the ship on stand-by and left his post to the waiting sub-commander; heading for the officer’s rec room.

*~*

The rec room bar was loaded with groups of officers all cuddling drinks with tired expressions and talking animatedly in loud monotones. Magnus winced. He wanted somewhere quiet.

“Dammit, its crammed full with upper class stiffs in there,” Springer grumbled, having arrived just behind Magnus, and peering around his broad physique. “Uh, its ok Mags, you’re not a stiff,” Springer grinned lopsidedly and patted his back. Magnus snorted, “Yeah right.”

“Hey, why don’t we go to your quarters? I’ve yet to see the official ‘chambers’ – y’know, the silk cushions, the oil bath for two, the fully equipped energon dispenser…” Springer nudged him in the side, smiling devilishly, “I bet its not the same as the little 2 inch by 2 inch boxes us shuffling peasants have to live in.”

“Yeah, alright,” Magnus turned to leave, “and we’d better get Cee and Nix in on this, wherever they are.”

“Great!” Springer jogged along behind, getting his mate on his comlink and telling her the details. After many turns, changing levels and roundabouts, Magnus pulled up in front of a huge set of double doors.

“Geez, think its fortified enough?” Springer oggled as Magnus chuckled and tapped out the codes to release the arm’s length thick doors. They opened to reveal a *very* plush interior, subtly lit and decorated with an unlimited line of credits.

“You bastard!” Springer stood flabbergasted at all the splendor.

“Springer!! Why don’t we have a place like this?!” An indignant Arcee had walked in behind them, followed by a smirking Phoenix, “You’re second-in-command, and we’ve got a pokey hole with a measly window - *and* no bloody oil bath!”

Phoenix laughed, moving up to her mate to kiss his cheek, “Hey, this is way better than our place back home. I’ve been trying to talk Mags into some renovations, but he’s happy the way it is. At least I know we have *this*-” she spread her arms wide, “to come to occasionally.”

“Yeah, wonderful, Springer gets promoted and I think, ‘Great, we’ll be getting the VIP accommodations now’, instead, we get a hole only a handspan bigger than the last one!” Arcee grimaced, “I’ll have to wait another million years until he gets first-in-command and he gets the plush pad.”

Magnus listened to them with a half smile, then announced he would go get the drinks, and left for the next room. Phoenix followed on his heels, leaving Springer and Arcee to have a good poke around and whinge about their quarters not being 1/10th as nice.

“Have a good day?” the winged femme asked, propping herself against a bench and watching her mate order their refreshments on the wall energon unit.

“Ugh, not really, I’m looking forward to bed,” Magnus muttered.

Phoenix smiled, and moved to slip a comforting arm around his waist. She got on tiptoe and brushed her lips against his audio, “Bed sounds like a *wonderful* idea…” she purred, and dropped a hand to his codpiece, slipping the latches and wriggling a finger behind the tight armor - stroking the top of his sleeping interface. Magnus squeaked, causing his finger to slip on the keypad and messing up the instructions on the energon dispenser - getting a horrible cup of smelly, black, oily energon. The both looked up with wide optics when laughter hit their audios –

“I don’t think I’ll be drinking *that* Mags, but I’d like some of what Phoenix is having…” Springer was standing in the doorway, hands on hips, grinning spastically. Pouting, Phoenix withdrew her errant finger, leaving Magnus to shift nervously from foot to foot, and make as if he was concentrating on the drinks, when his interface was getting irritatingly harder after his mate’s lusty prank.

“Oh really? Well *I* think this is yours, sweetie,” Phoenix picked up the cup of ‘goo’ and shoved it under Springer’s nose, making him back up a step. “It’s a lot more than you could, ahem, *produce* from that little manhood of yours.” Springer gaped and spluttered at that, even more put-out that Arcee had heard that comment and was shrieking with laughter on the lounge room couch instead of acting to defend him. Magnus chuckled, “Phoenix 1, Springer 0.”

“Magnus!” the triple changer said, more offended that Phoenix had gotten him back good, than the actual crack about his maleness, “I’ve told you before about controlling that femme of yours! And what do you call this, anyway?” He shook the cup at Magnus, who grinned and shook his head.

“Don’t worry about it, the good stuff is coming.” Magnus took the offending cup and chucked it in the trash.

“Oh, I know it is,” Springer responded, leering spontaneously then marching out of the kitchen. Magnus blinked. What was that all about?
The drinks appeared as ordered soon after, and he carried them into the lounge room on a tray, seeing Springer still walking around checking things out, while Arcee and Phoenix had the enormous vid TV on, flicking through the channels.
The City Commander handed drinks to everyone, then took a seat next to his mate.

“There’s no way we’re watching vids!!”

Everyone’s head swiveled around to Springer, who was standing behind the couch with a pout.

“What?” Arcee blinked at him.

“C’mon guys, we watch vids almost everytime we get together like this. I, for one, would like to do something else,” Springer’s optics flickered knowingly from face to face. Magnus shrank lower in his chair, stoically staring at the vid screen; vids were fine with him, but to argue the point with Springer was to invite ‘punishment’. Arcee and Phoenix glanced at each other then looked back at Springer.

“Uh, well, okay. What else did you want to do?” Phoenix asked.

“You say one word about strip poker, and I’ll magna-seal your codpiece, darling,” Arcee said knowingly to her mate. Springer smirked. He did have a bit of naughty business in mind, and he had a good way to get started.

“Now ‘Cee, would I do that to you? Nah, I was thinking of a game. Do remember that old Earth game, ‘Twister’?” the triple changer knew he’d get Arcee with that one. It was – or had been – one of her favourite games, and they had often used it as foreplay to a good bonk because of the close body contact. Many times the Twister floor mat had taken quite a pummeling from more than just the game play….

He could see the recognition in her optics, and the way she pursed her lips and cocked her head at him.

“Springer…”

“Mmm?”

“You can’t help yourself, can you?” she smiled at him, and laughed at the way he perked up. Both Phoenix and Magnus were looking at them with perplexed expressions, not knowing what Twister was. Magnus already had an idea that if Springer liked it, there must be something wrong with it…

Via a hologram port in the floor of the lounge room, the floormat for Twister was able to be produced, and Arcee and Springer patiently explained what the game was about. Phoenix thought it sounded great, poor Magnus wasn’t so sure.

“Maybe I’ll just watch?” he suggested hopefully, worried about how his enormous frame was going to bend and fit around everyone else. Obviously, the femmes would have no problem with the gymnastics.

“Mags, get your badass ‘bod over here,” Arcee winked at him cheekily from where she was standing spread-legged on the mat with her hands on her hips. Magnus gaped at her, and didn’t manage to protest too much when his mate dragged him over to get started.

“We’ll go first, so you’ll get an idea of how to play,” Springer said eagerly, already eyeing Arcee’s spread legs and thinking of what he could do to her while she was in that stance. “Nix, can you spin the wheel thingy?”

“This?” Phoenix pointed to the circular board with the needle pointing to a color.

“Uh huh.”

“Okay,” she shrugged and spun the needle, watching curiously as it stopped at green, and Springer put one foot on a green spot.

They continued spinning the wheel, not much happening for the first few tries, until Arcee was faced with the problem of getting one of her already outstretched hands onto a yellow spot directly between Springer’s taut legs. She thought for a moment, then said ‘excuse me’ and calmly stuck one hand on his codpiece to keep her precarious balance, and managed to place her other free hand on the required spot. Phoenix laughed hard, and even Magnus had to admit there was something fun to this game.

Springer grinned and stared down at Arcee between his legs, “If I was to move, you’d lose your grip and I’d win the game, yes?” he smirked, and slowly began thrusting his hips, causing Arcee to rock and tilt on her one hand and leg – in danger of losing her balance. She squealed, and grabbed the protruding part of his codpiece for control.

“Take it off, Arcee! He’s got something far more useful for hanging onto underneath it!” Magnus called, laughing. Phoenix choked and stared at him with wide optics, “Magnus!!”. He grinned at her, “But he does! Its sort of long enough, anyway.” Springer squeaked and fell over backwards.

“I heard that!!” he yelled from his position on his ass. Arcee had fallen forward so she was face first in his crotch. She pushed herself back up, giggling, holding a hand to her mouth to try and stifle her mirth.

“Our turn now,” Phoenix said smugly, nudging Springer’s ass with her foot to move him. He grumbled, and crawled off the mat, followed by a grinning Arcee.

Magnus looked dubiously at his mate standing ready to go. The winged femme beckoned him with one curled finger, so he sighed, glanced skywards to Primus for strength, then stepped cautiously forwards.

Springer was watching them thoughtfully. He had an ingenious idea – Arcee had said quite emphatically ‘no strip poker’; but she hadn’t said anything about strip Twister…what if the losing partner of each couple had to lose a piece of armor? He ran his tongue along his lower lip, thinking. They’d already had ‘groupie’ sessions a few times together, it would be nothing new if they did it again; and the way his crammed cock was already beginning to pound at the inside of his codpiece made up his mind. And why the heck not? The ship needed some sort of christening, didn’t it?

“Hey! No way!”

The protesting cry from Phoenix caused Springer to return his attention back to the game, where Mags and Nix had already gotten started, and were currently in rather difficult positions. Phoenix had made her last move, and ended up with her head stuck under Magnus’ butt due to the fact she had to reach an awkward yellow spot between his spread legs while remaining on her two blue spots with her feet. She was indignantly protesting about this, much to the delight of Arcee who was laughing and threatening to record it on the vidcam and display the enthralling picture of Phoenix’s head stuck under Magnus’ ass and between his thighs, all over the ship.

Magnus glared at Arcee and retorted that she shouldn’t try her luck, because he just might have damaging film of Arcee with her head stuck in Springer’s crotch from the last game.

“You do? Really? Thanks Mags! Can I have a copy? It might come in useful for when Arcee isn’t around and I’m feeling like a good workout…y’know, stroke material,” he winked at his pink mate, who gaped at him with her jaw open. Not to be outdone, the femme snapped her jaw closed, and moved dangerously closer to her smirking partner. The femme stood on tiptoes and delicately ran a finger along his sharp, wide jaw –

“I don’t think that you’ll have any energy left to use images like that after I’ve finished with you,” she murmured, then kissed him extravagantly, her lips splicing across his and arms entwining around his neck like a vine around a tree. He responded by lifting her off the ground so her feet dangled in the air and turning the kiss into a slosh-fest. Springer’s hand wandered down to the pink femme’s shapely butt, rubbing and squeezing it.

Phoenix was awkwardly watching the show through Magnus’ spread rigid thighs, and began to smile. “Awww, look at them. When was the last time you did that to me, huh?” she poked her mate indulgently in one thigh, making him yelp.

“Well, I think this game’s over,” Magnus said nervously, and stepped off the mat, rubbing his abused inner thigh. Phoenix harrumphed and dropped onto the couch, leaning back and spreading her legs out indulgently.

Magnus stared at the lip-locked Springer and Arcee, then leaned over to whisper in his mate’s audio, “I don’t think they’re going to stop….”

Phoenix laughed and murmured back, “And how is that a bad thing, Mags?”

He grimaced, so she grabbed his arm and pulled him down next to her, “Oh, sit down you ratbag.”

Meanwhile Arcee and Springer’s kiss had progressed to major groping and humping. Arcee was rotating her hips aggressively against Springer’s groin, while Springer was fondling her left breast with the palm of his hand and kissing his way down her long, exposed throat. The femmes rapid breathing filled the room.

“Uh…*ahem*….” The city commander crossed his arms and tried not to watch or get involved in the smut show appearing in front of his bewildered optics – he wasn’t in the mood for this, but his fascinated gaze kept being drawn back. The way Springer’s hands were never still, constantly moving over and around Arcee’s wriggling form and the femme’s response to such blatant stimulation. The triple changers hands weren’t jerky. He was smooth and light, seeming to know just the right places to touch, when to touch them and how much pressure to use.

“Mags….” Phoenix’s strained whisper barely reached his audios.

“Huh?” he turned his head to find his mate sitting stiffly upright on the couch, her thighs jammed together and optics wide. “Whats wrong?” he asked, concerned.

“Wrong?” she struggled to say, squeezing her optics shut and giving a small moan. Magnus opened his mouth to ask again, when Arcee’s shriek of pleasure caught him out. He turned to stare at her, finding that Springer had removed her sodpiece, and was shamelessly fingering around her sopping interface. He didn’t get a chance to see more; Phoenix had turned desperate and rolled herself onto his lap, securing his gaping mouth with her own and literally sucking the breath out of him. She perched above him with her knees on either side of his hips, holding his head still with one hand and grabbing his shoulder with the other. Somehow the kiss got his libido awake, and he found his body beginning to flare with lust.

::THUNK::

“yeeoooowWWWWW!” Magnus passionate kiss was interrupted by something heavy and sharp landing on his foot. His gasps of pain were absorbed by his mate’s determined mouth, and it wasn’t until she paused for breath that he could see what had fallen on his foot – Springer’s codpiece?!?! He pulled his head up to see what was going on – and almost blew his optics out. Springer had backed Arcee up against the wall, turned her around, spread her thighs and was currently fitting the bulging head of his stunningly erect, thick cock to her interface from behind with small movements of his hips. Magnus could see the streams of murky colored lubricant staining the inside of Arcee’s thighs. One of Springer’s hands was holding underneath her chin – the other planted against the wall - keeping her supported and still while he found his entry and pushed inside. The femmes body jerked hard once as he sank to the hilt, Arcee’s face screwed up and mouth quivering with excitement.

Magnus didn’t want to be a voyeur, but he couldn’t look away, and when Phoenix vainly tried to recapture his mouth, he twisted his head up and out of her reach so he could keep on looking! The sheer animalistic force of it amazed him. Springer’s tight, deep probing thrusts into Arcee’s lithe compliant body seemed like sheer poetry to him. The pink femmes body vibrated with the rhythm set by her undulating partner – it looked so right – and it was making him so horny…

“Mags!” Getting frustrated, Phoenix had grabbed the sides of his head and was trying to pull him back down. When his rapt gaze barely flickered at her, she grumped in annoyance and turned to see what was taking her mate away from her attentions.

“Oh Primus!” she gasped then slapped a hand over her gaping mouth and started to giggle. Magnus pulled her closer into his chest to try and hush her up, but her mirth kept her body twitching with giggles. Thankfully, the copulating couple failed to notice and from their increasingly vocal cries and grunts, climax wasn’t far off.

“My god, she produces a lot of lubricant, doesn’t she?” Phoenix whispered conspiratorially in Magnus’ nearest audio. He smiled weakly, embarrassed she would even think to mention something like that, but he took another look at Arcee’s shaking inner thighs. Yep; literally streams of sticky hot lube were running down her legs and pooling at the back of her knees.

Their lusty friends had shuffled along the wall in their mating dance, and Magnus was disappointed to find his incredible view of where they were joined hampered by Springer’s intruding humping ass. The triple changer started to gasp, his head almost horizontal on a straining neck and his body going rigid. The long shudder that began at his neck and vibrated all along his body right down to his ankles signaled his ejaculation – if they hadn’t already guessed by the long low cry he managed to emit from his strangulated throat. His hips stopped thrusting and ground in hard quick circles into the accepting femme. The male was near completion of the emptying of his essence when Arcee clawed at the wall with erratic fingers and came with a high shriek. Springer cuddled her into the curve of his chest and lipped the side of her neck lovingly, trying to keep his thrusts up even though he was losing his vital stiffness.

The pair shuffled and strained together, then disintegrated into a colorful heap on the floor – Springer on top of a puffed Arcee.

“Damn, how can they do that? I mean, let go completely and put on an interface session like that with other people in the room?” Magnus murmured quietly. Phoenix smirked conspiratorially and leaned closer to his cheek, “The same way we’re just about to, dear.”

Magnus ‘mmm’ed’ then jerked; shocked; his CPU suddenly recognising what his femme had said. “WHAT…?! Oh no, no way, forget it!” he shook his head, pulling away from her and denying the insistence of his own rock-hard cock. Phoenix put on her best ‘coy smile’ and laid a hand on his conveniently erection dented codpiece, “Oh, I think this guy says you will.”

“I don’t care what *he* says!” Magnus blurted indignantly.

“Uh nuh – yes, you do,” she whispered, passionately kissing her way down the side of his jaw and to his neck.

“*I* say no!”

Phoenix smirked, pulling off his armor to reveal his large pulsating interface, and sliding some warm fingers around his pole, “you’re already spoken for.” The femme was so intent on fondling her lover’s cock, she groaned in appreciation when nimble hands removed her breastplate, and cupped her two immense mounds lovingly. She dropped her head back and groaned again, loving the stimulation to her peaks.

“SPRINGER!!”

Magnus’ deep roar upset her pleasure - “Wha…??” she looked down to see Mags growling at the green triple changer who was standing behind her – and feeling up her breasts! She gaped – it hadn’t been Magnus touching her at all! She watched stunned as Springer’s hands caressed her chest. She heard a giggle, and turned to see Arcee sitting grinning with her back propped against the wall, and hands dangling over her bent knees; watching her mate get into the action.

“C’mon Mags, I can’t do all the work,” he smirked, rolling the tip of one nipple between his agile fingertips. Phoenix squirmed on Magnus’ lap, having promptly decided that having two males attend to her needs wasn’t such a bad idea. The City Commander glared at the interfering male, then looked to his mate. She was audibly purring with pleasure, rubbing her belly against his erection and pouting happily with slitted optics. He felt his modesty slip to the background; remembering how he had openly watched Springer pleasure Arcee so intensely and seeing the femme so happy – how could he deny his own mate a chance at such pleasure? Dammit, sometimes he wished he wasn’t such a do-gooder….

“Alright,” he smiled weakly, then looked up at Springer, his optics expressing his hope for help with this, “lets see what we can do.” Phoenix squealed happily and patted his chest in thanks.

“I don’t think she’s quite ready yet though…..” Springer looked expressly in the direction of Phoenix’s crotch and nodding to Magnus. He acted on the hint and set his fingers to removing her crotchplate while all three of them watched. It came off easily, Magnus dropping it onto the floor. He looked up when Springer ‘ahem’ed’ and tried to think what on Cybertron Springer was discretely waving one finger about for.

“OH!” Grinning, he delicately inserted one very large forefinger between the femme’s slippery folds. She gasped and grabbed with both hands at his rigid cock for support, humping her hips back and forth upon his hand while Springer continued to flagrantly touch up her bare breasts. The triple changer grinned when his own previously spent cock began to reach the same ‘hard’ erect height as Magnus’. He took one smooth step to the side and quickly displayed his rude erection to the sitting commander then resumed his place, showing that if needed, he was ready and willing to perform. He hitched his hips, getting restless with a pair of breasts in his hands, but no attention being paid to his cock – he removed one hand from the winged femme’s breast and touched himself, feeling all along his length and squeezing the tip.

Arcee watched all this greedily – treating it as her own private porno show. The cheeky half of her wished like hell for a vid recorder. Seeing one large breasted femme ravished by two hefty, big cocked males had always been one of her fantasies. Delicately, she spread her thighs further apart and stroked a finger along her sticky, ejaculate covered interface lips. The others were too intent on their own games to notice her.

Meanwhile, Magnus had enough of playing, and was trying to shuffle Phoenix’s interface closer to his own so he could penetrate her, but Springer’s hands on her hanging breasts were hampering his efforts by holding her back. The triple changer caught on to what he was trying to do and helpfully lifted the femme by her hips and dropped her right down on his friends straining hard-on. Magnus hissed and Phoenix collapsed forward; crying out.
At this point, Springer decided to leave them to it – and turned to find his mate sitting with her back to the wall, thighs spread wide apart, head back and moaning as she rummaged around her interface with one desperate hand.

“Oh geez,” he smirked happily and moved over to squat on his heels next to the oblivious femme. From her heaving pants and the frantic hitching of her hips, she was one second away from climaxing. Her optics remained off, but they turned on in a hurry when he maneuvered his body to between her wide open legs and gave a thrust with his hips to nudge at her opening with the tip of his swollen cock. She cried out and grabbed at his body. The double shock of having a cock pressing at her opening and finding a male between her legs, sent her into immediate orgasm. Her body jerked and writhed; Springer managing to somehow get within her by pressing her hips hard to the wall and shuffling forwards to tilt his body over her. Her body closed tightly over his protrusion and his vision became dysfunctional from the illicit pressure of her inner muscles clamping his unit.

“Arcee…” he groaned hoarsely and tried *not* to climax with her, but found the harder he tried to stop it, the more inevitable it became. By the sheer force of his leg power and supporting her on his solid erection, he lifted the shuddering femme straight up the wall so he could ably stand and thrust easily.

He wasn’t aware of anything else until his body stopped ejaculating jets of fluid into the accepting femme, then he felt her hands settle onto his backside and her wet lips pressing into his neck with little kisses and his vision returned. He locked his knees to stop both of them falling to the floor. Arcee’s optics widened in wonder when a series of high-pitched female screams signaled the coming of the other femme in the room, Phoenix. She watched over Springer’s shoulder and urged him to look too. Awkwardly, he shuffled around, slid out of Arcee and let her gain her feet, then leered like a baboon. Magnus had moved the red winged femme to the floor, and was taking her from behind ‘animal style’, with him on his knees. His hips were thrusting madly, shoving the femme from side to side in a sprawled heap in his eagerness; but his large hands kept her small waist easily under control at the rear.

“Nice to see the big guy showing some *style* for a change,” Springer murmured, receiving a bite for his trouble. He responded by grabbing one breast and pinching the erect nipple – softly.

They kept watching their friends coupling; Phoenix crouching on the floor and smiling at them while Magnus finished his climax with some very hard heavy thrusts and Springer avidly watched her heavy hanging breasts swing sharply back and forth from the beating her hips were taking. Watching them made him groan and rub his cheek charmingly against Arcee’s smaller rounded breasts, feeling the corresponding response from his groin. The pink femme felt the rising of his ‘little soldier’ against her belly and sighed dramatically. She knew Springer loved her unreservedly, but it still made her disappointed not to have bigger breasts for his sake when he so obviously loved them.

She didn’t get a chance to think more – suddenly the world got turned upside down!!

“Springe-r-rrrrrrr!!” she shrieked and grabbed unsuccessfully at his thick thighs, trying to orient herself, “what the *fuck* are you *doing*?!?”

“You’re right, Cee. Fuck is the operative word, I believe.” Springer encouraged her legs to do the splits while leaning her back expertly against his legs – a fairly easy task for a supple femme – and gazed adoringly down at her similarly spread interface. Struggling on her palms to balance sufficiently, Arcee nevertheless found that Springer’s startlingly intimate view of her upside down, naked interface was incredibly thrilling and thought he must have a better view than any Med Tech would ever have….

She screamed when he dragged a lone finger between her soaked feminine lips, then massaged her with his thumbs. Her screams turned into muffled sobs when he lowered his mouth and began to suckle her. The disgustingly loud noises he made caught the attention of Phoenix and Magnus, who looked up disbelievingly from their sprawl on the floor. The City Commander blinked confusedly – his CPU was never in good condition after a satisfying bonk – but he did make out that a standing Springer was eating out a handstanding Arcee.

“Oh my god……” Phoenix leant on one elbow and craned her head to the side to see Arcee’s ecstatic pleading expression, while Magnus muttered, “That’s gotta be painful” about Arcee’s awesomely spread legs. She looked like a ‘T’.

“He’s showing off,” Phoenix pouted, watching and waiting for poor Arcee’s shaking arms to give out.

“Doesn’t he know its easier to do that if she’s lying down?” Magnus asked confusedly.

“And how would you presume to know, HUH? I hardly ever get *that* kind of treatment,” Phoenix sniffed, but with sparkling optics. Magnus ducked his head shyly, “Uh, um…well…heh.” His optics darted around trying to find anything to distract his determined mate from further cross-examination – “Hey, look! Whats he doing now?” he whispered conspiratorially. Phoenix narrowed her optics at him, then sighed and glanced at their friends. Springer had stopped tormenting Arcee and was carrying her over to the couch by her ankles – walking within nipple’s length of the City Commander and his mate lounging on the floor. The femme had her optics screwed shut and she was whimpering/sniffling as Springer carted her past.

They watched as the Triple Changer climbed up onto the couch; stood precariously on the cushions – and carefully positioned his mate so she was still doing her handstand but her groin was at a much better height to penetrate. Just to make sure she was really primed for him, he spent a few moments further stroking her over-stimulated interface with the tip of his stiff cock and listening to her anguished screams of heightened pleasure and plea’s. Satisfied she was ready to go, he held her legs apart by the ankles and dived into her with his hard cock – the thick head parting her smoothly and disappearing inside the femme. Phoenix closed her optics and moaned in sympathy. She could vividly imagine (as well as see) the wonderous sensations of having that stiff erection plunging into *her* body.

Magnus noticed that despite Springer making it seem as if he was in control of all this, he couldn’t resist a bit of haphazard hip-grinding and groans through his clenched jaw too. He started to lift Arcee up and down by her ankles with the femme dangling on her fingertips while he vigorously worked between her legs with long, deep thrusts into her groin. The couch creaked under the punishment of several tonnes of Autobot humping upon it. Phoenix sighed lustily and rolled to her back, shifting to move her folded arms under her head and stare up at the ceiling. She’d seen enough. Magnus glanced at her, beginning to feel that he was quite capable of starting another coupling from the stimulation of Arcee and Springer’s randy performance; and her laid back position gave him an idea. It wasn’t something he’d normally do, but he felt like doing it…

Levering himself closer to the femme’s lower body on his elbows, he reached out a hand and felt around his mate’s interface – finding it hot and wet. Phoenix’s head jerked up and she blinked at him, then returned his slow smile.

“Are you going to do what I’m thinking you’re going to do?” she enquired, looking hopeful. For an answer, the City Commander dropped his mouth to the crotch of the reclining femme and suckled gently. She tensed, groaned happily and spread her thighs wider for him. Her hips pushed eagerly up to accept his mouth.

He moved to be inbetween her spread legs and got to work on his ‘eating out’ technique. This wasn’t his favourite thing to do, although he enjoyed it immensely when Phoenix sucked on *his* interface. He spent a while exploring her nether lips with his mouth, then tentatively poked his tongue out into her channel. The winged femme hissed and struggled to keep her eager thighs from clamping too tightly around her lover’s head. He took a break when his elbows began to ache from the strain and sat back on his heels. Phoenix’s optics were closed, she had collapsed flat onto her back and her body was sheeted with coolant. The peaks of her breasts stood up proud in the air, and Magnus happily acknowledged them with his now stiffly upright cock. She cracked open one optic, “You should do this more often,” she murmured appreciatively, then squirmed when he got back onto his elbows and kissed her interface as passionately as if it were her mouth.

Her eventual climax was slow and lazy. It lacked the punch of the more vigorous orgasms she could usually reach when he was sheathed inside of her, this one was more delicate and lasted longer. Her back had stiffened, raising her bottom up off the floor, and somewhere through the waves of pleasure she had faintly registered the frantic screams of Arcee and the accompanying shout of Springer as they came together in their weird position on the couch.

Relaxing on the floor in an incredibly relaxed, dreamlike state, she vaguely felt Magnus mounting her unresisting body, thrusting quickly a few times and coming. He whined during his ejaculation and his optics fixated on her puffy, hugely round breasts lying slack on her chest beneath him. When he finished, and slid back out of her, she got the energy to clasp her arms around his waist and smile when he lay upon her and rested his head between the soft protruding mounds of her chest. They both winced when Springer jumped down off the couch with a crash and pulled Arcee with him to lie in a sprawl beside them.

“That’s the end of the peace,” Phoenix murmured, and managed a faint giggle when Springer poked his tongue out and waggled it at her. Magnus grunted and closed his optics.

“Mind if we stay the night?” Springer enquired politely, already grabbing a few cushions off the couch with one searching hand and handing one to Phoenix for her head to rest on before stuffing a few under his own head and settling Arcee into a comfortable position lying on his chest.

“Nah Spring. Stay….” Phoenix yawned, and kissed Magnus goodnight inbetween his antennae and closing her optics. Springer and Arcee chorused their ‘goodnights’ and all settled into dreamland….

END! :-D
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