Friends With Benefits The One Where The Girls Get Naked - S3E12

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Monica and Phoebe are chilling together while Phoebe practices guitar, when Rachel comes in to chat about some issues she's having with Ross. The conversation eventually moves from chatting about the names of Rachel and Ross's future kids to the tropic of their various experiences with Joey. The girls all dish, but when it's Rachel's turn to describe how she and Joey fucked her friends wind up acting it out. Eventually the trio drops all pretense of pretending to act out a boy/girl experience and just admit that they're all super into each other for a lesbian threesome.

Once the girls give in to their desire for each other, their clothes quickly hit the ground. Monica is the first to get naked beneath Phoebe's expert touch, but Rachel is not far behind. The only one still clothed, Phoebe lets her friends help her out of her shirt. Rachel gets the opportunity to cum first as she lays back in Phoebe's arms so the blonde can pinch her nipples into hard little peaks and so that Monica can crouch between her thighs with her magic tongue doing all the work.

Monica gets her turn as the star of the show next as she takes Rachel's place on the couch. On her hands and knees, Monica buries her face in Phoebe's slippery snatch while Rachel spreads the love with her soft lips and hot tongue exploring Monica's cooter. When Rachel gets her hands in on the action, Monica can't help but rock back into her friend's hand and ride the motion of the ocean. Rachel gets another spin on the climax train as she remains on the couch while Phoebe and Rachel drop to their knees in front of her. Then all three girls sit side by side so they can link their arms over their legs and masturbate one another until all three friends have had one hell of a good climax.