“Nugh ugh, he totally gave it to me!” Kimmy whined plaintively as she tugged at the case that Lori also held on to for dear life.

“Like, no way!  He’d totally never do that!  You just want to fuck him again slut!” Lori retorted and tugged it back from Kimmy.

Kimmy’s mouth dropped open as her best friend called her a slut, not because it was untrue, Kimmy was a total slut, but because she hadn’t thought of using the word first.

“Well, like, I’m a slut, but your a total bimbo!” Kimmy shot back.

“Bimbo!”

“Slut!”

“Bimbo!”

“Slut!”

They shouted at each other as they drew closer and closer together until their noses almost touched.

Kimmy was the first to act as she tilted her head just slightly and leaned in to kiss Lori on the lips.  Lori was the first to stick her tongue in Kimmy’s mouth but soon enough both were on the ground, the case long forgotten as they sixty-nine’d each other.


Kimberly hated these late night flights, but they were even worse when there was almost no passengers.  Just a few in economy and one in first class.

At least she had her best friend working with her, Loraine.  They had both started at nearly the same time almost twenty years ago and had bonded quickly, even when they had different routes, they would always keep in touch.

She scanned over the first class cabin and frowned, the lone passenger gave her the chills, but he seemed content to keep to himself.  She moved back to the curtain separating first class from the rest and took a quick look to see how Loraine was making out.  Her friend sitting near the front as two of the other stewardesses attended to the passengers.  She caught Loraine’s eyes and motioned her to come up to first class with her finger.

Loraine ducked under the curtain and went to the front pantry with Kimberly as the gossiped about the flight crew.  After a few minutes the light that indicated that the first class passenger wanted something illuminated.

Kimberly rolled her eyes and Loraine noticed, “What’s the matter, is he a bother?”

“No, it’s just, I don’t know.”

“Oh come on, he can’t be that bad.  Hey, you want to have some fun with him?”

Kimberly rolled her eyes, she knew the kind of fun Loraine was talking about.  Sure they weren’t “young” anymore, but they had both kept themselves in good shape over the years and could still turn a few heads.  Loraine’s favorite way to pass some time on these kinds of flights was to find someone to flirt with, and it was even better if she could hook Kimberly in to it as what man could resist the promise of a threesome with two flight attendants?

“Fine…” Kimberly said and let out a sigh as Loraine smiled and grabbed her hand, pulling her towards the lone first class passenger.

“Hi, I’m Loraine and this is Kimberly, what can we do for you?” Loraine chirped as she snaked an arm around Kimberly’s waist.

The man looked up and his glowing red eyes, that Kimberly hadn’t noticed early, sent more than a chill down her spine as she froze in place.  She felt Loraine’s body stiffen as well.

Kimberly felt her body quiver and shift as the man’s power flowed in to her.  Years melted away, her short hair lengthen and flowed straight over her shoulders.

She could see similar changes happening in Loraine, her slightly graying curly hair darkening and cascading down her back.

Kimberly felt the tightness in her chest as her breasts pushed outward and her uniform shift and change.  By the time it was over the two friends stood side by side, their uniforms a porn parody of their former selves and their bodies changed to match.

Then she felt the power push in to her mind and an orgasm crash over her as she heard Loraine’s voice cry out with her own in pleasure.


Kimmy’s head bobbed up and down as she sucked the cock between her lips, god she loved sucking cock!

She heard Lori’s moans behind her as she played with her pussy and tits.  It had been Kimmy there just a few minutes ago as Lori had sucked off their passenger, but now it was her turn and she was going to make the most of it!

She felt his cum start to flow and she impaled herself on to his cock all the way down, swallowing each and every last drop.

Once there was no more to swallow, she popped off of him and giggled, licking her lips, “Like, thanks, that was amazing!”

The man simply motioned her towards her friend and she moved to the seat beside Lori and started to masturbate for him.  Eventually it was time to land and they both cleaned up redressed before standing before him.

“So, like, is there anything else we can do for you?” Lori asked as she leaned in close to Kimmy’s face and puckered her lips.

“Yea… like… aaannnnyything?” Kimmy added and planted a kiss on Lori’s mouth, the two of them making out with their tongues for several minutes.

The man’s glowing red eyes landed on them, then nodded upwards to the overhead bin where his luggage was.

“Like of course Sir!” Kimmy said.

“It would be our pleasure!” Lori added.

Soon the plane landed and all of the passengers de-planed, leaving Kimmy and Lori to finish the cleanup.  Once done, the two friends each grabbed the handle of the man’s luggage and shot daggers at each other as neither let go.

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