Totally Frustrated

A SamXCloverXAlex story

Disclaimer: I own nothing of Totally Spies

Warning: The following contains an erotic situation involving three women. If this offends you, do not read. To that effect, do not write a review bashing this situation. Only those who like this situation need review.

It was a beautiful Malibu day as Sam, Alex, and Clover were leaving their villa to attend Malibu University. All seemed well with the world. "Hey Sam, did you get a new body wash?" Alex asked her. Sam looked to her and nodded. "Yeah. It smells great, right? It was kind of expensive, but worth it." She replied. "I have to try it tonight, it does smell good." Clover chimed in. As awkward as it was, the two girls smelled their friend. Sam grimaced. "Okaaay girls, I'll lend it to you tonight. In fact, I'll buy you both one each if you stop smelling me." She promised. "Yes!" Alex and Clover cheered, pumping a fist in the air. Sam sighed. It really was expensive stuff. They'd recently splurged on new clothes, ones they decided to wear today. Alex was wearing a long green shirt with white frills going diagonally across her chest with white pants and white and green high heel shoes. Sam was wearing a pink blouse with frills going down from her neck the end of her neck to wrap around her waistline with blue pants with a sash for a belt and pink shoes. Clover was wearing a white flower necklace, a short white dress with pink flowers, and white high heel shoes.

Once they were on campus, they were immediately greeted by Mandy, sporting a traditional school uniform of a white button shirt with loose red tie, a short green skirt, long black socks, and black shoes. Clover and Mandy immediately flared and began arguing and hurling insults. Uninterested, Sam and Alex moved forward. Mandy caught the smell of Sam's new body wash and made a note to ask her about it. There was nothing special about it, it was just new in stores. The company must have hurt itself with the lack of advertisement.

"Hey Alex, who were you talking to on the phone last night? You were on it for over an hour!" Sam questioned her friend. Alex laughed. "Martin Mystery. We bought a new game and wanted to talk strategy." She answered. Sam, Alex, and Clover were on their way to class, expecting a normal day ahead.

Out of normalcy, a nearby hallway trash can opened and the three girls were pulled in by a strong blast of wind. Screaming, they fell down a metal tube and finally dropped onto a comfortable couch by Jerry, the gentleman leader of W.H.O.O.P. Sam, Alex, and Clover lay in a heap in states of disarray, all very irate at their boss. Sam blew a lock of hair that had flown in front of her face. "We are SO WHOOPing you again." She promised. "When you least expect it." Clover added. Jerry merely smiled. "Hello, spies!" He greeted. The girls sat straight and fixed their clothing properly. "Hey Jerry." Alex greeted, smiling.

In a small flash, the girls donned their spy suits: a green skintight cat suit for Sam, a yellow skintight cat suit for Alex, and a red skintight cat suit for Clover. "Now then." Jerry began, a monitor flaring alive and showing an image of an elder man with fading gray hair and thick glasses. "This is Johan van Bruits, an expert in the field of psychology. He's invented an aroma that, while pleasant to the smell, allows people to understand their utmost desires." The leader explained. "And he's intending to release it into the air to control people's minds!" Sam declared. "No, the people who abducted him do." Jerry clarified. "Oh." Sam sank into the sofa. "What they're intending to do is increase the aroma's strength to force people to enact their deepest desires. There will be utter pandemonium. You three must locate and rescue Johan while also stopping the criminals who kidnapped him." Jerry distributed three pink backpacks containing various gadgets to the spies. "Good luck." He big them smiling and waving, and pushed a button that sucked the girls into the chute.

Clover, Sam, and Alex were dropped into their spy car. The GPS had the location of Johan van Bruits. Sam turned the key in the ignition and the three drove off. "What's the worst that could happen if people start acting on their desires?" Alex inquired. "Well, for one, if someone wanted to be rich, they'd probably rob a bank." Sam explained. "Or if there was SOMEONE you hated, you'd probably try to kill them." Clover added, thinking of Mandy. "Oh. That's bad." Alex concluded, getting serious.

The spies laid in wait as night fell. They were outside Marcus Bruits' hideout. Inside, he had taken his father captive and forced him to show his technicians how to mass-produce the more potent aroma. On the outside, it seemed like a normal factory with minimal security. The three spies easily infiltrated the grounds, avoiding all detection. Agile, lithe, quick, and most importantly, silent, the enemy didn't have a chance.

The girls kept close to the walls to avoid enemy detection. Sam looked up and saw a vent. She motioned for the two girls to follow her, and with effort, made their way into the ventilation shaft.
Sam took the lead with Alex behind her, and Clover behind Alex. They crept on their hands and knees slowly and silently.

They made their way for some time until Sam came to a grate and saw Johan and Marcus. A knot formed in her stomach when she saw them wearing gas masks and holding a perfume bottle of medium size and plain shape. Marcus pushed down on the button and a steady stream of gas poured forth. It rose to fill the room below as well as the ventilation shaft. Sam tried to cover her mouth and nose, but to no avail. Clover and Alex came from behind and were hit unawares. Lost in the aroma, they bumped into one another. "Eek!" Sam squeaked, unheard over the sounds coming from below. Alex's face hit her bottom, a look of shock coming over their faces. Clover bumped into Alex's bottom, adding to the awkwardness.

Under the influence of the aroma, Alex found this to be quite nice. Sam's smell, which Alex thought was nice earlier, and their close bond, made her act. She backed her head away slightly and licked Sam's butt. "Alex?" Sam hissed in shock. "Sammy, you taste good." Alex murmured, lost in her ecstasy. She continued to lick the girl's butt, which was still covered by Sam's spy suit. Sam blushed, torn between knowing this was wrong, and feeling good. Behind, Clover looked ahead, confused. "You guys?" She whispered. Sam looked back, blushing with a face showing how good she felt. Clover's face turned almost as red as her suit. A mere thought entered her mind, and was amplified by the aroma. She went forward and licked Alex's bottom. Alex moaned slightly, completely aroused. Sam looked ahead and, having lost reason, closed her eyes and let out a soft moan.

Alex stopped her actions and carefully removed her pink back. Clover stopped and looked at her, almost disappointed. Alex laid on her back and positioned her head between Sam's legs. She reached up and put her hands up and grabbed Sam's butt, one hand on each cheek, and pulled down while she raised her head to lick at Sam's pussy. Sam, in shock, let out a cute squeak. Clover, intrigued, looked down and saw Alex's legs spread open. She smiled and bent her head down to lick at Alex's pussy. None of them had any sexual experience, and never thought their first would be with a woman, much less their best friend.

"Guys...ahh. We...really shouldn't..." Sam tried to protest. Her suit was now wet on both sides, and she felt incredibly hot. She was losing strength fast. "Why not? I'm having fun. How about you, Alex?" Clover whispered. She was hot as well, and began using her left hand to massage her lower parts, getting wet. "Yeah, me too." Alex replied in a soft voice, lost in her arousal. She was as wet and hot as her friends. "The mission...!" Sam suppressed a moan. She couldn't bring herself away from Alex's pleasant tongue. She tried to fight off her new feelings, frustrated in knowing that it was the gas that did it. Alex and Clover were also frustrated, not being able to taste what they wanted to. Only a small amount of logic told them to be quiet and not completely strip.

Before they could come to sweet release, the vent gave way and quite literally brought them crashing back to reality. "Oww!" Clover cried, her arm hurting. One of the bad guys wearing a gas mask bent down and looked into the vent. Sam took the initiative and grabbed at Alex's bag that had come open and slid close to her and pulled out a gun-looking weapon and blasted the man back. She dashed out and shot out the lights. Frustrated at having their fun cut short, the three girls went to work and put on their night vision glasses and began to mercilessly beat the bad guys, careful not to hurt the victims they tested the aroma on.

In a matter of minutes, the enemies were down. W.H.O.O.P.'s team moved in and took the factory. With their mission complete, Sam, Alex, and Clover returned home to their villa in normal clothing.
"Ugh. this mission was awful." Sam complained, her head still fuzzy from the aroma. "I don't know, I kind of liked it, Sammy." Clover came from behind and cupped Sam's breasts. "Clover?" Sam looked back in shock. Clover had a wicked smirk on her face. Sam looked down and saw Alex pulling Clover's pink panties down. "Are you still under the effect of the aroma? Snap out of it!" Sam urged her friends. "We never finished." Clover whispered, pinching Sam's nipples coyly and enjoying her reaction. Clover moaned, feeling Alex's tongue reach her pussy to begin it's work. "I didn't get any attention, and Alex is working double now. That's just not fair." She said, massaging Sam's breasts. Sam came to the conclusion that the aroma was really potent. She fell against Clover weakly and groaned at her friend's groping. She was afraid of what would happen when their friendship took on a sexual nature, but at the time, that fear was at the back of her mind.

Clover pulled Sam's shirt off and slowly took off her bra, revealing Sam's toned, yet supple torso. Clover continued to play with Sam's breasts, making her friend wet with desire. Alex had continued to lick and kiss around Clover's pussy and ass. She was getting drenched from all this and felt impatient. "Clover, can we go to Sam's bed now?" She inquired in a whine. Clover looked down and nodded. "Yeah, Sam's getting weak. I think we're ready to kick this into high gear." She said. Alex stood up and wiped her mouth of her saliva and Clover's love juices. The two walked Sam to her bed and dropped the gasping spy onto it. Clover and Alex stripped to nothing quickly and took their time with Sam, with Alex removing her pants and Clover removing her panties. "You got her last time, it's my turn." Clover told Alex as they looked at Sam's nude form. "You're right. And my tongue could use a rest." Alex said. The two looked to at each other and kissed, enjoying the other's taste. Sam looked on, hating herself for getting aroused. They looked wickedly at Sam as they kissed and finally parted.

Alex stood up and stepped onto the bed, positioning herself over Sam's head and lowered so Sam could reach her, getting on one knee. "Time to repay the favor, Sammy." She said. Sam sighed, relenting to actively participate. She reached up and wrapped her arms around each of Alex's legs and began to lick her pussy. Alex moaned in pleasure. Clover smiled and embraced Sam's hips, licking at Sam's wet pussy, savoring the flavor. Sam groaned as she licked at Alex, actually enjoying it. She concluded that perhaps it wouldn't be so bad to have a sexual relationship with her best friends. Perhaps they would become lovers. But no one could know, especially Mandy.

"Hey Clover, I have an idea. We should all climax together." Alex said, panting. Clover rose up and looked at her. "We totally should!" She agreed. The girls positioned themselves to form a sort of circle with Sam licking Clover, Alex licking Sam, and Clover licking Alex. Together, they finally reached their climax, screaming and tasting the nectar of their newfound relationship. Sam, finally taking initiative, poked her right index and middle finger into Clover. The girl yelped, still breathing for air and sensitive from her climax. Clover took the idea and did the same for Alex, who joined in on the plan. All three fingered one another and broke their hymen, graduating to womanhood. Pain lead to happiness and a warm feeling for all three.

The girls laid on Sam's bed, nude and wet. Alex and Clover cuddled up to Sam, resting their heads on her arms. "Ahh... This was a weird day, but it turned out well." Sam said in content. "Yeah. Even if it was that gas, this was great." Alex agreed. "Yeah." Clover chimed in. "Say, I have an idea that'll finally put Mandy in her place." Clover spoke, grinning wickedly. "Uh-oh." Sam sighed. Alex giggled, knowing full well that Clover took the perfume bottle. She was going to hand it to Jerry, but with everything that happened, she forgot.
The three went into the shower and thoroughly bathed, using Sam's new body wash. As one would expect, they had fun in there as well, much to Sam's chagrin. "Okay, our relationship might have come to this level, but at least have some restraint. Let's pace ourselves, okay?" She scolded the two. They replied by sucking and nibbling on her nipples while playing with her pussy, earning a gasp and moan from their friend and lover.

Mandy was laying on her private beach, soaking up the Sun's rays in a purple swimsuit. Her finely curved body was covered in suntan lotion to protect her perfect skin with black sunglasses to protect her eyes. With a towel beneath her and a drink beside her, she was in heaven. From nowhere came a sweet smell. She recognized it as Sam's new body wash. There was something else mixed in it. What was it? She was getting frustrated with it. She sat up and took her sunglasses off and looked toward where the smell was coming from. There, she saw Sam in a small green bikini pulling at the front of the top. Clover was to Sam's right in a small red bikini pulling at the straps of the top. To Sam's left was Alex in a small yellow bikini having untied the top from behind and holding the straps. "So Mandy, what is your desire right now?" Sam inquired in a husky tone, giving a small smile. Mandy's jaw dropped, then her cheeks turned red as she stood.

Author's Notes: My second lemon, this time involving the girls from Totally Spies. It was fun to write. I took the time to correct some typos from my first story. I'm sorry about those. Please review so I can improve on my writing skills. Thank you.