Sexy Chocolate

Author's Note: This story is completely fictional and did not happen. All characters and names are fictional and were made up.

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Las Vegas, Nevada

Bright lights blinked and shined down on the stage. An array of different colors flashed from green to red to purple and blue. The dancers on stage shuffled and moved to their articulate choreography. A blonde haired singer remained as the center of attention in the middle of the stage. Britney Spears loved performing in Vegas. Turning her head as she planted her heels into the floor, she re-enacted a number of her infamous dance moves from music videos while performing her old hits. She changed her outfits occasionally during the show. At the moment, she wore black hooker boots; a matching black thong and her a small tank top. Her hair pinned up in pigtails, almost as a call back to her infamous 'Baby One More Time' look from almost twenty years ago.

As Britney moved on the stage, the crowd held up their cameras to capture live footage of the show. The pop singer was far too focused on the act at hand to care about any fans looking starry eyed at their hero. Within the front row of the stage was another famous woman, one who had traveled to Vegas to enjoy a night out at the town. Kate Upton's big blue eyes watched Britney move around the stage. The busty blonde super model considered herself a friend to Britney. They had met last summer at one of her showers, Kate taking photos with her that she never posted on social media. The two women had shared a few laughs, drinks and occasional flirting together. Kate had the impression from that first meeting that Britney must have been an animal in the bedroom with both men and women.

Once the show came to a close, Kate shuffled around in the crowd heading for the backstage exits. she had checked in with security before the show, seeking an invitation to see Britney in the terms of friendship. She had not heard back to know if the pop singer accepted or not, but she would find out eventually. Kate needed some time off after a disappointing magazine shoot that did not go as planned. Just yesterday was Valentine's Day, and even though she knew that many men desired her so dearly, she spent it alone. The trip to Vegas was needed to clear her head and try to get some excitement out of the city of sin. After she went back stage, a bodyguard of Britney's had found her. The blonde girl stood tall wearing a black leather jacket over her busty chest. The tall man approached her and smiled.

"Miss. Upton?"

"Yes?"

"Miss. Spears would like to see you, can you wait just thirty minutes?"

She nodded.

"Yeah, that's fine."

"Come this way, we'll get you away from the fans and back stage."

Kate figured that Britney was probably busy tending to her fan meets. She always did take photos with them as part of the 'meet and greet' package to her show. Together with the bodyguard, Kate was escorted away from the main backstage and upstairs. In the lounge room, she could see some of the dancers shuffling back stage to changing rooms. Within the room, an older looking man sat on the couch. He wore a black suit and had a long grey mustache over his lips. His hair had faded a long time ago just by appearance. As Kate stood around, the old man looked at her and smiled.

"Good evening, Miss."

Turning around to the man, Kate smirked and waved her hand.

"Oh, hi there!"

"What brings you up here, Miss?"

The man asked. The question forced Kate to think for a moment before speaking back to him.

"Oh, I'm...I'm here to meet Britney Spears."

"You didn't come with a guy now, did you?"

A question like this made Kate's curiosity spark. She raised her eyebrow before responding.

"No, is that any of your business?"

The old man chuckled before responding.

"Usually, Miss. Spears brings a man back here. One who eventually goes up the suite to stay in her penthouse."

With a grin, he looked back at the busty girl and nodded.

"I didn't know she also liked pretty girls to use as her toys. You're quite lucky, let me tell ya that."

After another laugh, the old man raised himself from the couch and began to walk out. Kate knew exactly what he had just referred to. It was quite obvious from his language that it sounded as if Britney had chose her as a 'toy' for tonight. She didn't say a word back to him as he left the room. Instead, she sat down on the couch all alone to herself. While she waited, Kate couldn't help but think of his words. Britney knew she was here, for she had phoned in with the crew long before the show. The man's choice of words made it sound as if Britney ran her own little private playground here in Vegas with her shows. Britney seemed like the kind of woman who could have any kind of sexual fun she craved. Here Kate was, had not even met with her and was already thinking about the subject.

"Hey Kate! Is that really you?"

The sound of heels clicking and clacking into the room didn't quite alert her, but the sound of that voice did. Kate got up from the couch to look behind her. Britney Spears herself stood in a pair of blue jeans and with a white T-shirt. Kate could tell that she was much taller than the woman, even if both of them were in a pair of heels. She smiled back at her and spoke.

"Yes, it's me! How are you doing, Britney? I assume you got my message earlier today."

"Oh, I'm doing fine! Was pretty surprised for you to drop in, I wasn't expecting someone like you."

Kate smirked.

"Is that a problem? Were you expecting someone else?"

Britney just laughed at her questions and shook her head.

"No! I'm just surprised is all! I mean, oh my god! How many times do I get to see the one and only Kate Upton drop in on one of my shows?"

Flattering words were all it took to satisfy Kate. The smirk on her face had turned into a smug grin. While many men lusted over her body, she had another woman who seemed to take an interest in her right now.

"So, did you get any nice gifts for Valentine's Day yesterday?"

The pop singer obviously was changing the subject. All Kate could do was sigh before replying.

"Yeah, I got some nice calls from some guys."

"Oh, I imagine. Did any guy get lucky last night?"

Kate laughed.

"Wait! I should be asking you that! Don't you have a new boyfriend, Britney?"

Britney laughed, flashing her pearly white teeth back at the younger girl.

"I have many boy toys, you know that, right?"

"Oh yeah?"

Stepping a bit closer, Britney smirked and then raised her finger to push it at Kate's lips. Giving her the sign of 'shhhhh'. Kate stood there face to face, but Britney was still forced to look up into her eyes due to the girl's height. Britney replied in a low voice.

"Yeah, I've got boy toys all over the place here. Are you looking for one tonight, maybe to cure some loneliness that's killing you?"

Kate smirked, stepping back a bit before she replied to Britney.

"I don't need a boy toy. I'm kinda burnt out on men at the moment."

"Oh?"

She smirked again. Kate turned around from Britney, letting out a sigh. She just had to bring up the old man who walked out of the room. As she turned to look back at Britney again, she pointed to the door.

"You know something? I came in here and there was some old man sitting here. He seemed surprised. He said you usually have a man back here who eventually goes up to your penthouse. I know what that means, you take a guy from the show, bring 'em upstairs and fuck his brains out. So I have to wonder Britney, are you thinking about taking me upstairs tonight? You wanna do something with me?"

Britney laughed and shook her head.

"I'll just be honest and tell you, yeah! I wouldn't mind taking you upstairs to my penthouse."

"Let me guess? You want to share me with one of your boy toys?"

"Fuck no! You're Kate Upton! Why would I share you with any of my guys? I need a girl's night out every now and then. I'd keep you all to myself, share my Valentine's Day candy with my sexy friend."

Hearing that reply was enough to satisfy Kate. She didn't like competition with another woman. If she had to deal with a competitive match, she preferred it to be two guys desiring over her in the same room. Kate then stepped forward, holding her left hand out, offering it to Britney.

"Well, what are you waiting for? Valentine's Day was yesterday. Britney, would you be mine?"

The pop singer bust out laughing hard before she stepped forward. Britney gently grabbed Kate's hand and nodded to her. With a smile, she replied back.

"Yes, I would love to be yours."

After speaking, Britney pushed her lips forward and gently kissed Kate. The buxom blonde super model embraced the moment of kissing one of her heroes, slightly moaning as she allowed the kiss to deepen and they slowly pushed their tongues against one another. Her assertion that Britney could also please a woman was already coming true. Breaking their lips apart, Britney bit her lower lip and held onto Kate's hand before speaking again.

"Come on, let's go upstairs! I'll take you to my suite, you're gonna love it up there!"

The sound of their high heels clicking and clacking together created a solid rhythm as Britney walked Kate out of the room. She took a doorway to the right, one that would lead directly to an elevator for a much quicker route. From the corner of the opposite door way, that same old man from earlier watched the two women walk off. He laughed to himself while nodding his head, for he knew everything that went on in there. He was one of Britney's old friends within management, a good man who always was around and knew every secret. Just as he could've guessed, the buxom girl was going off with the sex goddess of Vegas.

"Yeah, I fucking knew it!"

Throwing his head back, his voice crackled into a laugh.

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2 HOURS LATER

Britney's penthouse suit was located on the top floor of the Planet Hollywood Resort & Casino. Kate was amazed with how much space Britney had. The penthouse was massive in size with many rooms. There were separate bedrooms, obviously used for her sons. The living room was about the same size one would expect in a large home. Britney spent her time showing Kate around at the marvelous luxury of her private suite. True to her word, she had a number of Valentine's Day gifts. In Britney's bedroom, she almost had a little shrine of presents from friends and fans alike. There was a large number of boxed chocolate candy all in big red heart shaped boxes.

Kate began to receive the impression that Britney sorta lived in her own little world here in Las Vegas. The penthouse alone was like a fortress and with the woman's wealth, she could easily have anything she wanted. Kate had hung her leather jacket up on the wall after walking in. As she spent time chatting with Britney and going through the usual talk, Kate's mind had already drifted to other things. After enjoying a short conversation in which she explained to Britney about appearing in the next Sports Illustrated swim suit edition, Britney left the living room and promise to come back within a few seconds. Within a few minutes, her voice called out to Kate.

"Hey come back here, please!"

A giggle was heard after Britney's spoken words ended. Kate rose up from the couch and then began to walk back to the bedroom where she heard the other woman's voice. Her high heels clicked over the fancy wooden floor after she stepped off the carpet rugs. Since she had removed her leather jacket, Kate stood tall in a one piece black dress revealing her heavy cleavage that nearly spilled out. Her tits bounced around a bit as she walked to the bedroom, only to find Britney near her shrine of Valentine's day gifts with a red heart shaped box in her hands. The pop singer had changed into a white night gown, a subtle hint of things to come. Britney opened up the box, revealing a black tray with assorted chocolate.

"Oh, nice. This looks delicious."

Kate spoke, just as Britney nodded and replied back.

"Try one."

Those big blue eyes looked back at Britney as Kate grabbed a random piece of chocolate from the tray inside the box. She starred back into the other woman's eyes as she put the piece of candy to her lips and bit down on it. While she tasted the smooth chocolate, she smiled before swallowing. Kate was quite impressed with the candy.

"Damn, that was good. Your guys get you the best chocolate."

"Some of them do, don't you have an army of men who wish you were their Valentine yesterday?"

Kate sighed.

"Yeah, but I don't care about them right now."

"Is that so? You'd rather share chocolate with me?"

Britney looked back at Kate, giving her a classic innocent face. Kate was quite surprised thus far, Britney could be a true flirt when she was given the opportunity. Without asking, the busty blonde super model grabbed another random piece of chocolate and decided to tease the older pop singer with it. Putting it in her mouth, she slowly moved her jaws up and down before moaning slowly.

"Mmmmmm, this is good stuff."

As Kate swallowed it, Britney nodded. She gave a goofy grin back at the girl.

"I bet you would look good with chocolate on you."

"Oh yeah? Like, what do you mean?"

Britney laughed before responding.

"You know what I mean, Kate! Have you ever had it melt all over you and someone lick you clean?"

The buxom super model looked down before gazing back into Britney's brown eyes. She knew what the hint was for, but just couldn't believe how quickly Britney was flirting with her.

"Are you asking me if-"

"Yes! Why would I lie about that? You know exactly what I want to do to you."

Since Britney had cut her off from speaking, Kate just smiled and took a few steps back in her heels. The pop singer set down the box of chocolates on the table next to the wall. Her shrine of Valentine's treats was immense in size with much candy to choose from. Britney walked off, heading to the bed. Kate could see from the night gown that the only thing she had on from underneath, appeared to be a white thong and bra. With a sigh from her breath, she looked at Britney while the other woman had situated herself on the bed, resting her hand under her chin. Kate reached behind her and began to slowly unzip her dress.

"So, you wanna see me naked?"

Britney gave her a simple nod. Here she was, the 'pop princess' of the millennium with the most famous super model in the country about to strip down for her. The zipper made no sound from behind, as Kate's dress began to fall. She peeled it off, revealing her giant breasts held together in a golden bra that was too small to hold them. Britney gasped, as she seen the girls' big tits about to pop out of that little bra.

"Oh my god, those are fucking huge!"

Those words reminded Kate of the numerous men that always reacted to the size of her boobs. She pushed the dress down past her waist, revealing the matching gold thong she wore. With a few steps, her heels stomped loudly and kicked the attire away on the floor. Britney had leaned up on the bed, her eyes observing Kate's amazing body. If there was ever a time that she wanted a woman instead of a man, Kate Upton's body surely fit the bill. The young woman placed her hands on her hips, standing there and modelling before Britney. With a smug grin, she spoke up.

"I think it's only fair if you show me what you got, Britney. Let me see your body."

Still in a state of shock, Britney gasped while watching Kate's body. She spoke up in her sweet southern accent, but in a low and seductive tone.

"You are so adorable. I bet guys just love your big titties."

"Oh yeah, they do. You have no idea."

"Do you...do you fuck guys with them?"

Kate nodded before replying.

"All the time. You have no idea how often I use them."

'I could've guessed that.' Britney spoke to herself while standing up from the bed. Kate was much taller than her, something she noticed once more as she began to take her silky white robe off. The front of it had already been unbuttoned. Kate took her turn now, watching as Britney slid it off and revealed her voluptuous tight body in a white bra and thong. The only difference between the two, was that Kate was wearing a pair of heels over her feet. The foot wear had elevated her height just a bit, though she would've been taller than Britney without them. Without much to say at this point, Kate pushed her hands against Britney's hips to bring her in closer. She then pushed her lips up to the other woman's and embraced a sweet kiss.

Their big tits pushed up against one another as they embraced the kiss. Britney's hands traveled over Kate's back, feeling her smooth skin. Kate on the other hand, moaned into her mouth while moving her hands down to squeeze Britney's juicy ass from behind. The touch of Kate's hands forced Britney to moan past Kate's lips. After a few seconds, Kate decided to show her strength and push Britney down on the bed. From on top, she continued to kiss the other woman. Satisfied with the moment as she was kissing a woman who she always looked up to as a standard in beauty. Upon breaking the kiss, Kate leaned up and reached her hands down to snatch at the white bra holding Britney's boobs together. All Britney could do was watch as Kate tore it off, revealing her breasts. They were big, but not as large as Kate's.

"I wanna see your big tits!"

Britney blurted out while Kate pushed her warm hands down to feel those exposed breasts. Britney was a true MILF, Kate considered the woman's body to be excellent. Still leaning up on top her body, Kate then reached before her and undid the strings holding her bra together. Within seconds, her giant breasts jiggled and broke free. Britney gasped and smiled when she seen them. She reached her hands up to squeeze at them. All Kate did was respond with a smug grin before speaking.

"You like 'em?"

"Oh my god, yes! Wow! I bet guys dream of fucking these things...and they're all mine tonight!"

A chuckle of laughter erupted from Kate's lips. She watched as Britney leaned up and caressed her hands over those large tits. Britney couldn't help but to push her mouth down and begin to suck over her right nipple. Kate took a breath, moaning as her hands began to run through the other woman's hair. She moved her hands over her breasts, smothering Britney's face with them as she had done to men countless times before.

"Don't suffocate yourself between them, Britney. Suck on 'em, you know you want them."

Slurping and slobbering sounds could be heard from Britney's mouth. She drooled all over Kate's large breasts, sucking on her right nipple before moving to the left one. It was a bit of a struggle, as Kate didn't stop herself from smashing her tits up against Britney's face. After she was finished, Britney pulled back and looked up at Kate before swallowing her breath. She spoke up.

"Wow, I would pay money to watch some hot guy fuck your tits."

Kate smirked before responding.

"Oh yeah? I'd pay to watch some hunk fuck you in the ass."

They laughed together. Kate leaned up from the bed, but as soon as she stood up, Britney pulled her arm to bring her back down. The other woman kissed her on the lips before smashing their bodies together. Their breasts pushed up against one another, feeling their hard nipples poke into one another. Britney attempted to roll Kate until she was top, but Kate overpowered her momentarily. Upon breaking the kiss, Kate reached her back and slapped Britney's ass.

"Come on, show me your ass! I showed you my tits, now you gotta show me that juicy booty back there!"

"Alright, you win!"

Crawling around on the bed, Britney positioned herself on all fours. She stuck her big ass up at Kate. The busty model moved on the bed leaning up as she starred into Britney's thick and juicy ass.