Shooting had been intense on the set of Bad Boys II, wearing down many of the cast and crew. Will Smith and Gabrielle Union had been flirting with each other constantly, but were having a difficult time finding a moment alone together. When director Michael Bay called an early night, Will took advantage of it by inviting Gabrielle back to his trailer.

He had barely closed the door when they began to kiss each other and fumble their way over to the couch. Will fell back onto the couch and Gabrielle straddled him, running her hands over his chest. He took her top off as she ran one hand down to the crotch of his pants, rubbing the swollen bulge. A minute later she stopped to stand up and remove her pants, tossing them aside and leaving her in a matching black bra-and-thong set. Will sat back and admired her body as she proceeded to remove her bra, freeing her firm breasts, followed by her thong, exposing her partially shaved pussy.

"I've wanted your cock for weeks," she said to him. "I can't wait to feel it inside me." She straddled him once again and took his shirt off as he fondled her perfect breasts.

"Damn girl," he said, "your body is smokin'! I hope you're getting nice and wet baby." He ran a hand down her side, over her ass and then to the front of her body. He passed his fingers over her pussy, confirming that she was indeed quite wet. Gabrielle pushed his hand away and stood up, then undid his pants. He lifted his hips up to allow her to pull them off, removing his socks in the process.

"I can't wait to feel what it's like inside you," he said to her. He pulled off his underwear, revealing his long, hard cock.

"Not until I suck that big fat dick of yours," she said to him. She knelt down on the floor in front of him and grabbed hold of it, stroking it for just a moment before taking it into her mouth and beginning to suck it.

"Suck that dick baby," Will moaned as he watched her head bob up and down.

"You like that baby?" she asked, taking her mouth off of it for just a moment. She then surprised him by easily deepthroating all eight and a half inches of his cock.

"Wow girl," he said. "Even my wife can't do that. That feels fucking great!" He held her hair out of the way so he could get a better view of her sucking it, but pulled her away a few minutes later. "Get up here and let me fuck that sweet little pussy of yours," he said. She smiled as he pulled her up onto the couch. He had her lie on her side, pushing her left leg up toward her chest and then straddling her right leg. He put the head of his cock between her pussy lips and then pushed it all the way in, causing her to gasp.

"That's it girl," he said as he fucked her. "Take that cock!" He kept fucking her like that for a few minutes, making her moan in ecstasy. All of a sudden, out of nowhere, the door to his trailer was flung open, revealing their co-star Martin Lawrence standing in the doorway.

"Hey Will!" he said, not yet noticing the naked couple on the couch. Less than a second after the words left his mouth, however, he looked directly at them.

"Martin!" Will said. "Shut the damn door!" He kept his cock buried in Gabrielle's pussy as Martin stepped inside and closed the door. Gabrielle didn't seem to have any problem with Martin's presence, so Will decided to take things one step further. "Get over here and feed her your dick," he said. He resumed fucking Gabrielle as Martin quickly peeled off his clothes. He knelt on the floor in front of Gabrielle's face and watched as she eagerly opened her mouth and began sucking his cock.

"That feels fucking good!" Martin said as he watched his seven-inch cock disappear in Gabrielle's mouth.

"You are so fucking hot girl!" Will said to her. He reached around her leg and started to rub her clit as he continued to fuck her.

"I feel like such a dirty little slut!" she said as she took Martin's cock out of her mouth and rubbed it against her face. "This is amazing!"

"Shut up and suck that dick, girl!" Martin said. She took it back in her mouth and sucked it for a couple of more minutes before he pulled away and dragged her to her feet. He turned her to face the couch as Will sat on the arm of it, then bent her over at the waist. She was quick to open her mouth and take Will's cock in, then Martin shoved his dick into her pussy from behind.

"Take my pussy baby!" Gabrielle said between sucks.

"Keep sucking my dick, girl!" Will said, pushing her head back down.

"You're so fucking sexy!" Martin added.

"I want to see you cum for us, girl!" Will said as she reached back and started to rub her clit. "Fuck that feels good!"

"I'm so fucking wet for you guys!" she said, taking her mouth off of Will's cock for a moment before resuming his blowjob.

"You are so fucking good at that!" Will replied. "Keep sucking that dick baby!"

Less than a minute later Gabrielle was screaming, the words muffled by Will's cock, as she came hard for them. When her orgasm had subsided she pushed both of them out of her and looked up at Will.

"Sit on the couch," she said. "I want to ride that big dick of yours." Will sat down on the couch and held his cock upright as Gabrielle turned away from him and lowered herself down onto it. Within moments she was grinding her perfect ass onto his hips, taking his cock as deep as she could. Martin stood directly in front of her and she started to suck his cock once again.

"Clean off those pussy juices, girl!" Martin said. "You look so good with a dick in your mouth!"

"My pussy is so fucking wet!" she said, taking her mouth off of Martin for a minute. "Stretch it out, Will!" She took Martin's dick back into her mouth and began sucking it again.

"That feels so fucking good!" he said as he watched her reach down and rub her clit some more. "Too bad we aren't getting this on camera!"

"I love dick so much!" Gabrielle said, taking her mouth off of Martin's cock just long enough to utter the words. A minute later she started cumming again, her juices flowing down the shaft of Will's cock.

"That feels incredible baby!" she said, taking the dick from her mouth yet again. "Take my fucking pussy Will!"

"I love this fucking mouth!" Martin said as he fed her his cock once more. "It's almost as good as your hot little pussy!" As he pulled his cock out and started to smack it against her face she started to cum again.

"I'm fucking cumming baby!" she cried. "Fuck yes!" When she had finished cumming, Will pushed her up enough for his cock to fall out of her pussy. Then he put the head of it against her ass and tried to push her down onto it. "No!" she cried quickly. "It's too big!"

"Relax," he said. "Jada takes it up the ass all the time and she loves it!" Gabrielle took a deep breath and started to slowly lower herself onto his cock, taking it up her ass.

"That's it girl," Martin said, encouraging her. "Take that big dick!"

"It feels fucking huge in there!" she gasped. "I've never had a dick in my ass!"

"In a few minutes you're getting my dick in there too," he said.

"My ass is going to be so sore!" she said. "What am I going to tell Michael if I'm walking funny tomorrow?" Instead of answered her question, Martin simply pushed his cock back into her mouth.

"I'm such a dirty slut!" she said a minute later. "I can't believe I'm taking it up the ass!"

"You've got my whole cock up there now, girl!" Will said.

"You love our big dicks, don't you girl?" Martin asked. He dropped to his knees in front of her and put his cock between her pussy lips. She stopped moving on Will's cock long enough for Martin to push into her, double-penetrating her.

"You look so fucking hot with two dicks in you!" Will told her.

"It feels fucking amazing!" she replied. A couple of minutes later she was screaming obscenities as she came hard. When she was done Will pushed her off of him, causing Martin's cock to fall out of her pussy as well.

"Turn around and drop your pussy down onto my cock so Martin can fuck that tight little ass!" he said. She straddled him, facing him this time, and lowered her pussy all the way down on his cock. She reached back and pulled Martin's cock toward her ass. He pushed in and they began fucking her once again, timing their thrusts perfectly.

"That feels fucking amazing!" she cried. "I'm going to cum again soon!"

"You're so fucking sexy Gabrielle!" Martin said. Will reached in between himself and Gabrielle to rub her clit. Martin grabbed a handful of Gabrielle's hair and pulled back on it as he fucked her ass. "You're such a dirty little slut!" Martin said to her. "If only your husband could see you now!"

"No doubt," Will said. "A sexy little married slut taking on two cocks at once!" She came hard, screaming both of their names. "You dirty fucking slut!" Will said as they continued to fuck her. "Give me that fucking pussy!"

"It feels amazing!" she replied. "I love these cocks!" They kept pounding into her for a couple of minutes until another orgasm approached. "God yes!" she cried. "I'm cumming!" They continued to fuck her, slowing down only momentarily to let her ride out her orgasm before they increased the intensity. "My ass is so fucking sore!" she cried. "Fill me up boys! I want you to cum inside me!"

Martin came first, shooting his load deep into her ass. He was still cumming as Will's orgasm hit, his cum splashing against the inside of her pussy. This triggered Gabrielle's orgasm, making her scream out loud. When all three of them finally finished cumming, Martin pulled his cock out of her ass and she climbed off of Will, flopping down on the couch beside him.

"So Martin," Will said, "what did you come barging in here for?"

"For some reason I just can't seem to remember," he replied, bringing a chuckle from the other two.