I was wearing a muscle shirt that showed off my arms and Shelly came over and gave them a playful squeeze. "Wow, David. What big muscles you have," she said teasingly.
Smiling down at her and quickly glancing at her large breasts straining against her sweater I felt like saying that she had some nice big things herself. I probably would have if Nicole hadn't been there.
Shelly and I had been flirting all through high school and it had greatly increased since she became best friends with Nicole and was over at our house all the time. Nicole's Mom had married my Dad about a year ago and they had moved in with us.
Nicole had to transfer to our high school for her senior year, which I thought must have been really hard, but she had quickly made lots of friends, and given her incredibly good looks, was soon the most wanted girl in class.
Nicole was tall and had long dark hair and a great tan. She loved the sun and was outside tanning by the pool as often as she could. That had given me plenty of opportunities to check out her body. I realize that it is technically wrong to scope your stepsister, but since I am an eighteen-year-old red blooded American male....
Nicole would wear small bikinis when she tanned and her body was unbelievable. Her breasts were perfectly proportioned and sat high and firm on her chest. Her stomach was as flat as could be and her long legs and ass were toned to perfection from all her cheerleading and aerobics. We usually weren't at the pool together long before I would have to excuse myself to relieve my throbbing cock.
Shelly was the complete opposite of Nicole, but just as hot. She was short, petite and had medium length blond hair. Her breasts were very large for her frame and everyone in school wondered if they were real. She had incredible legs that she loved showing off with short skirts and cut off shorts.
"So, what are you two doing tonight?" I asked. It was Thursday night and we had the house to ourselves since our parents had left for a long weekend in the country.
"Oh, not much. We thought we'd watch a movie and just hang out," Nicole replied. "You're welcome to join us if you want."
I was still getting used to living in the same house with Nicole. It had been really awkward at first, but was gradually getting easier. It didn't help that I was really attracted to her and that she always wore skimpy little outfits around the house. I don't know if she was teasing me on purpose or was just oblivious to the effect she had on me.
"I wish I could, but I have to study for my Calculus test tomorrow." Why I took Calculus second semester of my senior year I'll never know.
"Okay," replied Nicole as she walked into the family room, "We'll try to keep it down."
"If you need to study you better try to keep it down too," Shelly said under her breath as she smiled seductively at me while quickly glancing down at my crotch.
I just shook my head at her as she left the room with a laugh. Damn that girl could flirt.
I reluctantly dragged myself up to my room and hit the books. It was all I could do to concentrate as I could hear the girls laughing downstairs. My mind started drifting and began focusing on Shelly and Nicole instead of math. I felt a little swelling in my groin as I thought about Shelly's words to me.
I had just got back to focusing on my test when I heard a faint knock at my bedroom door. Turning, I saw Shelly peaking her head in. I motioned for her to come in. She had changed out of her cheerleading outfit and was now dressed in her trademark cutoff jean shorts and tight stretch top. As she moved closer I caught a whiff of her perfume, which smelled delicious.
"I thought you might want to take a study break," she said smiling at me.
"I wish I could, but I have a ton of studying to do to get ready for this test."
She had moved behind me and started rubbing my shoulders. "Oh, just come watch the movie with us for a few minutes. It will help you relax."
"Alright, just for a few minutes" I replied, enjoying the massage she was giving me. We went downstairs and after grabbing a drink from the kitchen sat down on the couch next to Nicole. She had also changed into shorts and a white belly shirt that showed off her stomach and her tan quite well. She was lounging on the couch with her feet up on the coffee table and looked amazing.
We started watching the movie, some lame romantic comedy, and soon my attention was fixed on the two women beside me rather than the television screen. I was staring at Shelly's legs out of the corner of my eye when she shifted her position a little and nestled up against me. Her perfume was making my head spin a little, as was her proximity.
After a few more minutes she brought her hand up and rested it on my leg. This was very forward, even for Shelly, and I glanced over at Nicole to see if she had noticed.
"Don't worry," Shelly whispered. "Nicole's asleep." Another glance confirmed that my stepsister had dropped off. Shelly started rubbing my leg up and down. I looked down at her and was treated to a wonderful view of her cleavage. I felt the familiar thickening in my cock and fought to keep it down.
Shelly must have seen the outline of my hardening cock through my jeans because she moved even closer and looking up at me whispered, "Well now. Are you enjoying your study break?"
"Yeah, it's not bad," I whispered back noncommittally.
"Not bad, huh." She smiled. "Did you have something else in mind?" Her face was now inches from mine and she looked so good as she stared up at me with her big blue eyes and full lips.
I looked down at her again and our eyes met. She very slowly traced her tongue around her lips and inched even closer. That was it. I couldn't resist any longer. My lips drifted slowly down until they met hers in a soft, hot kiss. Shelly had turned toward me and her breasts were now pressed against my arm. She had swung her left leg over and was rubbing it on the top of my leg. My cock was now fully engorged and was straining painfully against my jeans.
Shelly broke our kiss and moved her head around to kiss my neck and ear. I looked down and was treated to an incredible view of the tops of her full breasts. She whispered in my ear, "Well, if you don't want to watch the movie, maybe you'd like to do something...else. How about some aerobic exercise?" After she whispered this she ran her tongue along my ear and moved her leg up and brushed it against my raging hardon.
I was quickly losing control but somehow managed to whisper, "What about Nicole?"
"Don't worry about her. She's sleeping and I promise I'll be really quiet."
"Oh, then forget it," I replied teasingly as I started kissing her neck.
She rose to her feet and pulled me up off the couch. We silently left the family room and headed upstairs to my bedroom. Once we were inside she pushed me down into my chair and straddling me, she slowly sat down in my lap bringing her excited breasts inches from my face.
She started rubbing herself against the bulge in my pants and I could see her nipples start to harden right through her top. She reached down and lifted my chin and then engulfed my lips with hers in a hot, wet, steamy kiss. I could hear her moan softly as I slipped my tongue into her mouth. After months of teasing and pent up frustration we were both reveling in the feeling of finally letting go.
As we continued to kiss, my hands traced their way down her back until they found her ass. I slowly ground her against my cock as our tongues continued to dance. We finally broke our kiss and Shelly sighed, "Oh, you're such a good kisser."
"Mmmm, you taste so good I could kiss you forever," I replied as I pulled her even closer, pressing her breasts firmly against my upper chest. I glanced down and started lightly kissing along the tops of Shelly's breasts, loving the feeling of her soft skin against my lips. I reached up and gradually slid her top off of her shoulders as I continued to bathe her skin in my sweet kisses.
I then ever so slowly began pulling her top down until the top edge of her bra was revealed. With my tongue I traced along the edge of her bra while I continued pulling her top down. Shelly slipped her arms through the top and now her full breasts encased in her tiny white lace bra were revealed. The bra was doing everything it could to hold her heaving breasts in as her nipples pushed out against the sheer fabric.
I reached up and grabbed the straps of her bra and slipped them off her shoulders causing her to moan again softly in anticipation. I smiled up at her and brought my lips back to the tops of her breasts. I slowly started pulling her bra down and bathed every inch of newly revealed skin in hot, wet kisses. Soon, the top edge of her bra was resting on top of her swollen nipples. I kissed all around her nipples and ever so lightly grazed the tip of her nipples through her bra with my tongue.
"Oh, yes!" she groaned as I pulled down on her bra and it finally slipped down past her nipples. Her breasts sprang up and her swollen nipples looked incredible and so suckable. I sat back and just stared at her breasts. I had fantasized about them for so long, but the actual sight of them was beyond my wildest fantasies. They were round and tight and sat high on her chest. They were beautifully white and her contrasting brown nipples arched up begging to be sucked.
"Wow," I said half to myself and half to Shelly. She was clearly pleased at the interest I was showing in her breasts.
"Do you like my tits?" she asked as she brought her hands up to her breasts and held them up for me. "I hear there is a lot of discussion around school about whether they're real."
"Well?" I questioned.
"Why don't you feel them and see for yourself," she purred with a gleam in her eyes.
I brought my hands up and gave her incredibly firm tits a gentle squeeze. They felt amazing, and they were all real. I brought my mouth down to her breasts and started kissing and licking all over them, but being careful not to touch her nipples. I swirled my tongue around and around her nipples until she was moaning and dying for me to take them into my mouth.
"Ohhh, please!" she groaned. I just smiled up at her and continued to lick around her aureoles. "Oh, suck my tits!!" she pleaded. Her nipples looked so plump and hard I could hardly wait to take them into my mouth. I took the tip of my tongue and brought it to the very tip of her nipple and started lightly flicking it back and forth. As soon as my tongue touched her nipple it was like a shock of electricity went through her. Her body lurched and she began grinding against me again in earnest.
After I teased her nipples with my tongue I finally wrapped my lips around her nipple and began to softly suck on it. Her nipples must have been incredibly sensitive because her breathing began to quicken and her moaning increased. As I worked on one nipple with my lips and tongue, I gently rolled her other nipple between my fingers.
"Damn!! That feels so good," she moaned as I began to lightly scrape her plump nipples between my teeth. She brought her hands down and started feverishly undoing the buttons on my shirt. She slipped her hands inside and started rubbing them all over my chest and stomach.
"Mmmm, I see you've been working out hard," she said as she ran her hands over my muscled torso before slipping my shirt off of my shoulders and throwing it on the ground. She scooted down a little in my lap and began rubbing her sensitive tits against my hard chest as our lips met once again in another hot, wet kiss.
By this time my cock was getting rather uncomfortable and dying to be set free from my tight jeans. Fortunately, Shelly had the same idea as she slowly slid off me, dragging her breasts down my stomach and across the large bulge in my pants before kneeling on the floor in between my legs. She bit her bottom lip as she reached up and undid the button on my jeans.
"It looks like something in here wants to come out and play," she said with a wicked gleam in her eyes as she slowly lowered my zipper. I lifted my hips up off the chair as she began tugging my pants down. She finally pulled them past the end of my cock and it sprang up stiffly forming a large tent in my knit boxers.
Her grin widened as she examined the outline of my cock through my boxers. "Mmmm, it looks like your muscles aren't the only big parts of your body."
Shelly slowly stood up and hooked her thumbs in her cutoff shorts. "Would you like me to take these off?" she asked innocently as she slowly swayed her hips from side to side. The sight of her standing before me with her beautiful naked tits and just her tiny shorts on caused my cock to twitch. Looking down she laughed and said, "Well, I can see at least part of you wants me to take these off." I looked up at her and smiled and started nodding my head.
Shelly stared into my eyes as her hands moved to the front of her shorts and she undid the button. Then, she slowly turned around until her back was facing me. As she gyrated her hips back and forth I could hear her gradually pulling her zipper down. I was so excited it felt like my heart was going to pound through my chest. Here I was in my bedroom with my sister's best friend whom I had fantasized about for months and she was about to strip right in front of me. I was in heaven.
Shelly seductively looked over her shoulder at me as she started to slide her shorts down her hips, gradually revealing the top of her lacy, white thong. She slid them lower and lower, revealing more and more of her unbelievable ass. It was round and tight and looked so good I almost came just from the sight of it.
Shelly let her shorts fall to the floor and stepping out of them began to back towards me. I sat mesmerized as she brought her smooth, white ass closer and closer. Finally she was standing between my legs again and her nearly naked ass was inches from my face. With a wicked look in her eyes she bent over and began to wag her ass back and forth in front of me. My mouth was watering as I could see the outline of her pussy in her tight, lacy panties.
Raising herself back up, Shelly then put her hands on me knees as she bent her legs, bringing her ass down to rub against my cock. I let out a moan as she rubbed herself against me. Looking down, she maneuvered the tip of my cock around until it was rubbing against her panty clad pussy. She rubbed herself up and down against me and I began to smell the sweet musky smell of her sex as she got more and more excited. She was making a delightful sighing sound and was clearly thoroughly enjoying herself.
She finally stood up again and turned around so she was facing me. With a lick of her lips she dropped to her knees and focused her attention on the huge tent in my boxers. She ran her hands up the insides of my thighs and traced all around my cock over and over until I was dying to feel her touch on me. Man, this girl knows how to tease I thought to myself.
After a few minutes of her near misses as her hands touched everywhere but my cock, I was virtually lunging my hips off the chair begging her to touch my raging hardon. She finally relented and brought her mouth down to the base of my cock where she proceeded to lick the entire length of my shaft right through my boxers. Then, reaching up she hooked her fingers in my waistband and began to pull my boxers down with a very excited look on her face.
"Not so fast," I said as I gently pushed her back. "You first." I stood up and pulled her to her feet. Looking down at her filled with lust, I pulled her close and started kissing her again. My hands reached around to her back and pressed her tightly against me as we passionately kissed. I brought my hands down to her ass and enjoyed how incredibly soft it felt before squeezing it against my hard cock as I ground against her.
She moaned eagerly even as we kissed, and I swung her around and backed her against my desk. Quickly brushing my books away, I picked her up and sat her on the edge of the desk. She leaned back as I grabbed her hips and started grinding my engorged cock against her smoldering pussy. She moaned excitedly as we continued to dry fuck through thin layers of clothes. I pulled back from her and could see from her damp panties that she was very excited.
I sat down in my chair and placing Shelly's feet up on my shoulders, began to slowly wheel towards her. Her calves slid down my back as I got closer and I began to kiss along the insides of her thighs as I approached her waiting pussy. Out of the corner of my eye I saw my Calculus book and laughed to myself as I was about to start studying an entirely different subject.
Shelly was staring at me excitedly as I kissed closer and closer to her panties. With my tongue I traced the outline of her thong that just barely covered her lips. I slipped a finger in the top of her panties and ran it through the neatly trimmed patch of hair that guarded her most prized treasure. Looking up at Shelly her face was flushed with the excitement of our foreplay. Her breasts were heaving and her hips were slightly thrusting up at me begging me to touch her pussy. I continued to trace all around her until I let the tip of my tongue slip under and inside her panties, barely touching her outer lips.
"Ohhh, shit!!" Shelly moaned as her shoulders dropped down on the desk and she brought her hands up to squeeze her breasts. I continued to lick along her outer lips thoroughly enjoying watching her play with her tits. Finally she could take the teasing no longer and she looked at me as she brought her hand down to her panties.
"Do you want to lick my pussy baby?" she asked huskily. I just smiled at her and dragged my tongue the length of her outer lips. She must have taken that for a yes because hooking a finger in the side of her panties she proceeded to slowly pull them to the side revealing her gorgeous pussy. It was prettier than I could have imagined. Her lips were shaven and were swollen revealing the inner folds of her pussy. Her clit was also clearly swollen and visible at the top of her hot, wet pussy.
I just sat there staring at her, studying every last inch, for what seemed like an eternity. Although she was clearly pleased with how captivated I was by the sight of her naked pussy, she was obviously hoping for a little more action. She spread her legs wider giving me easier access to her waiting pussy and scooted her hips down closer to my mouth.
I could no longer contain myself. Our eyes locked together as I brought my tongue to the very bottom of her juicy slit. I let the tip of my tongue ever so lightly touch the bottom of her pussy and left it there as I slowly circled it around and around.
"Uhhh!!!" she groaned. "Lick my pussy, baby!" she pleaded. She raised herself up on her elbows and was watching intently as my tongue lightly touched her pussy. I teased her for a few more minutes and then I slowly sank my tongue in and licked the whole length of her pussy with one slow, fluid movement, parting her lips and tasting her sweet nectar.
"Ohhh!! Yes!!!" she cried loudly as her back arched and she dropped back down onto the desk. I was afraid she was being a bit too loud and was going to wake Nicole but there was no turning back now. I licked the length of her pussy over and over again, reveling in the wet warmth of her inner lips. Shelly was letting out a continuous stream of moans that was getting me very excited. She was getting very wet and it was all I could do to lap up all of her delicious juices.
"Does my pussy taste good baby," Shelly asked in between loud groans.
"Baby, your pussy tastes so sweet I could lick you forever," I replied in between licks.
Up to this point I had purposely avoided her clit. Now at the top of each long lick I was grazing her clit with the tip of my tongue. Shelly started gyrating her hips faster and I had to hold on tightly to her hips to keep my tongue on her pussy.
"Ohhh, fuck, yeah!!" she gasped. "Lick my clit!!" After taking one last deep plunge up her pussy, I concentrated my attention on her aroused clit. I began pushing it from side to side with my tongue as I reached up and started rubbing Shelly's nipples. I could tell from the heaving of her body that she was getting close to orgasm. She reached down and grabbed my by the hair to hold me in position right on her juicy clit. I wrapped my lips around it and started gently sucking on it while continuing to flick it with my tongue.
"Oh, fuck! That feel's so good!!" she moaned as her hips began lurching off the desk and her breath came in ragged gasps as my lips and tongue brought her nearer to climax.
Taking my hand from her breast I brought it down and placed a finger at the entrance of her pussy. "Yeah! Yeah! Oh fuck!! You're gonna make me cum...you're gonna make me cum!!!" she cried breathlessly as I slowly began sliding my finger into her slick, tight pussy. "Uhhhhhh!!!" she cried loudly as I felt her inner muscles clamp tightly around my finger. I started flicking her clit wildly with my tongue as her body bucked violently beneath me.
"Ohhh, fuck!! I'm cumming!!" she groaned as I felt her juices begin to flow from her pussy. I quickly moved my mouth down to lap up her sweet juices as her body continued to shake in the throws of her orgasm. I lightly licked all over her pussy, tenderly kissing her pussy lips and slowly bringing her back to earth from her orgasmic high.
Finally she raised herself up on her elbows and looked lovingly at me. "Oh my God, David. That was incredible! I've never cum like that before!" I was grinning widely as I continued to gently kiss her pussy.
With a wicked gleam in her eye she sat up and said excitedly, "Now it's your turn!!"
As we stood up she moved in to give me a kiss and her stomach bumped against my cock which was standing straight out and was hard as a rock. Smiling, she looked down and said, "Something's been waiting a long time!" As our lips met again she ran her hands down my back and slid them inside my boxers and squeezed my ass.
She then slid her hands forward around my hips until she had almost reached my cock. Pulling the cotton material as far out from my body as she could, she then eased the waistband down over my cock. My cock was fully engorged and swollen to eight inches and she couldn't stretch the material that far so she had to slide it down my cock forcing my cock to bend toward the floor. When she finally slipped the waistband over the head, my cock snapped back up like it was on a hinge. She gasped as she looked at my long, naked cock.
"Wow," she said admiringly. "I've never seen one that big before." As she studied my cock I thought how funny life is sometimes. Here I was, in my bedroom where I should have been studying for a test tomorrow, with my sister's best friend about to suck my cock. Life is good!
She tentatively put out a hand to touch my cock. She grabbed it around the base and her hands looked tiny on my engorged shaft. She gave it a playful squeeze sending even more blood into the swollen head which was deep purple and looked like it was about ready to burst. The veins that encircled my shaft were thick and full and coursing with blood. I was so excited as I looked down at this naked beauty before me with her hand wrapped around my cock that I wondered how long I could last.
She backed me over to my bed and playfully pushed me down onto it. She then quickly kneeled between my legs for a closer examination and began to kiss all around the base of my shaft, careful not to actually touch it. She nuzzled her nose into my trimmed pubic hair and scraped her fingernails along the underside of my heavy balls. Her face looked flushed again and from the look on her face I couldn't tell who was more excited, her or me. After over half an hour of being hard as a rock I couldn't take much more foreplay and lunged my hips toward her hoping for some quick relief.
Grinning at me she said innocently, "Is there something you want?"
I quickly nodded as I groaned in frustration.
"Do you want me to suck your big cock?" she said wide eyed. Her sexy talk was driving me wild with lust and anticipation.
"Ohhh, yeah!!" I replied as she moved her mouth down to my cock. I was hoping she was going to slide it right in but she had other ideas. She wanted to show me that she was in control. She pursed her lips and gave the tip of my head a little kiss. Even her slight touch was enough to send a current of electricity through my body. She kissed the tip over and over and finally took out her tongue and started licking my opening, tasting the precum that was oozing out of my shaft.
Shelly stood up and motioned for me to scoot up on the bed. She then climbed up beside me and took my cock in her hand, slowly rubbing it up and down. She then leaned over and, starting at the base, dragged her tongue up one side of my throbbing shaft leaving a trail of her hot saliva. She then repeated this all over my cock, slowly licking every inch. I couldn't take my eyes off her tongue on my cock, but then all of a sudden I had to as I caught movement out of the corner of my eye.
I glanced up and there was my stepsister Nicole standing in the doorway to my room. Our eyes met for one moment and my heart almost stopped. Shelly's back was to the door so she had no idea Nicole was there.
Nicole bit her lower lip and looked down and watched her best friend sliding her tongue up and down my thick cock. She glanced up at me again with an excited look in her eyes and then her eyes moved back down to my cock.
"I can't believe how big this cock is," Shelly said as she continued to bathe my cock with her wet tongue. "I can't wait to feel it inside my tight pussy."
I couldn't believe what a turn on it was to have Nicole watching Shelly lick my cock. I didn't know whether to look at Shelly sliding her tongue all over my stiff member or Nicole watching us. Shelly wrapped her hand around the base of my cock and proceeded to bring her mouth up to my head again. This time after she kissed it she slightly parted her lips and started to suck my head into her mouth.
"Ohhh, shit," I groaned as I felt her tongue sliding around my head. She now had my whole head inside her hot, wet mouth and was gently sucking and licking it. Her mouth was so wet that I could feel her saliva running down the sides of my drenched cock.
I tore my eyes away from Shelly's mouth and glanced up at Nicole. To my surprise and delight I could see the outline of her excited nipples through her tight belly shirt. She was watching intently as her best friend was sucking on the head of my cock. Then, glancing up at me, she brought her hands up and started softy squeezing her tits. My cock lurched, and I thought I was going to cum right there. Shelly must have sensed it because she squeezed tighter around my shaft and let my head slip from her wet mouth with a pop.
"Mmmm. Not yet, baby," she laughed. "I want to suck on your big cock some more before I let you cum."
I smiled at her and tried to pull her back down on my cock that was missing the feeling of her slick tongue and hot mouth. She resisted and said, "Tell me what you want me to do."
"Damn it Shelly! I want you to suck my cock!" I pleaded as I glanced at Nicole and watched her playing with her perfect tits. She was gently pinching her nipples and rubbing them right through her shirt as she leaned back against the doorway.
Shelly didn't need to be asked twice and she quickly slurped my cock back into her mouth and started to bob her head up and down on me. She could only fit about half of my length in her mouth but she was pumping the other half with her hand. It felt fantastic.
I looked back at Nicole and this time she met my gaze and stared lustily at me. She kept tweaking her hard nipples through her shirt and then, as if in answer to my wildest dreams, she moved her hands down to the bottom of her shirt and began to slowly pull it up. I could feel a huge wall of semen building at the base of my cock as Shelly continued to fuck my cock with her hot mouth.
I stared entranced as Nicole pulled her tight shirt up to the bottom of her breasts. Then, never taking her eyes from mine, she pulled her shirt higher revealing the beautiful white skin of the bottom of her breasts. My cock was getting ready to explode and when she pulled it a little higher and her perfect tits spilled out I moaned loudly. They looked magnificent. They were full and very firm and were the most perfect breasts I had ever seen. She ran her tongue around her lips and started to squeeze her tits and roll her swollen nipples between her fingers.
The sight of my stepsister rubbing her naked tits along with Shelly's wild sucking on my cock quickly took me to the brink of orgasm. "Ohhhhh, yeah!" I yelled as I could feel the load of semen begin to course up my shaft. Shelly slid my raging cock from her mouth and slid her tongue all over my head as she continued to pump feverishly on my shaft.
Just before my cock was about to explode I looked at two unbelievable hot girls completely focused on my quivering member. Then with a rush, the first gush of cum burst out of my bucking cock. I saw the first stream shoot all over Shelly's tits before I had to close my eyes from the excruciating pleasure. Rope after rope spurted from my gushing cock as Shelly continued to stroke her hand up and down my shaft. I felt her wrap her lips back around my head as the final spurts came out.
"Mmmmm," she purred. "You taste good! And that was so hot!" After my body stopped convulsing from the intensity of my orgasm, I opened my eyes to see Shelly grinning widely at me while she slowly licked on my throbbing member. I glanced over at the door to see Nicole but she was no longer there.
"It looks like you're enjoying your study break now," Shelly said with a pleased look on her face.
"That was amazing Shelly. Nothing's ever felt that good before."
"Good. But I do have one more question," she said as she continued to fondle my semi-limp shaft. "How long will I have to wait before I can slide this into my pussy?"
Laughing at her brashness, I replied, "Well, that depends on you."
"It does, huh. You mean there might be something I could do to speed up the process?"
"Could be," I said reaching out and fondling her breast.
"Hmmm. Let me see," she replied as she raised herself up on her knees and swung her leg over, straddling my chest with her back to me and giving me an incredible view of her moist pussy. She slowly maneuvered back until her pussy was right above my mouth and her head was above my quickly hardening cock. "Do you think this position might help?" she asked innocently. Then looking down at my thickening shaft she laughed and said, "Oh, I guess so!"
I then watched as she slowly sank both sets of her lips down onto my body, nestling her juicy pussy lips onto my waiting lips and her mouth once again on my cock. This time it was hot and passionate. I dove my tongue deeply into her pussy and started tongue fucking her as she quickly raised my cock back to its full size with her skillful tongue and hands. She was writhing and squirming on top of my mouth and it felt heavenly to be engulfed in her pussy.
"Get my pussy nice and wet, baby," Shelly said. I understood her meaning and started coating her lips with lots of saliva. I could feel saliva running down my shaft as she lubed up my cock as well.
Shelly had had her fill of foreplay and she climbed off of me while saying, "I need to feel your big cock inside of me. Now." She stood over me on top of the bed looking incredibly sexy. Her hair was tousled and her face was flushed. Her body had a sheen of perspiration adding to the beauty of her skin. Her gorgeous, full tits were still swollen with the excitement of sex and her erect nipples were jutting out sharply. She was the epitome of sexual excitement.
Straddling me she reached down and grasped my slick cock as she slowly lowered herself down until her drenched pussy lips were just touching the top of my cock. Then she began rubbing the head of my cock back and forth against her soft, wet lips, drenching it in her juices. She moved it slightly up and began rubbing it against her inflamed clit.
"Oh, shit! That feels good!" she moaned. She slid my cock back until it was positioned right below the entrance to her smoldering pussy and then she started to slowly lower herself down forcing my swollen head into her steaming pussy. Her lips spread wide to accommodate my girth and she let out a load, guttural groan as she eased my head into her tight, hot pussy.
"Ohhh, fuck yeah!!!!" she yelled loudly as she started working herself down on my huge shaft. She obviously no longer cared whether Nicole overheard us or not. "Your cock is so fucking big!! Holy fuck!!"
It was such a turn-on to think of Nicole lying on her bed playing with herself as she listened to her best friend moan and yell as she fucked me. I closed my eyes for a second and pictured her with her top pulled up past her breasts, with one hand rubbing her erect nipples while the other hand rubbed her pussy. I was quickly brought back to reality when Shelly started gyrating her hips to work more and more of my shaft inside of her. I couldn't believe how incredibly tight she was. I could feel every inch of the inside of her pussy walls as she slowly impaled herself on my rock hard cock.
"Ohhhhhhh," she groaned with her head thrown back and her eyes tightly shut. "Your cock feels so good!!!"
Shelly sank further down until my thick shaft was completely buried in her tight pussy and her ass was resting against my heavy balls. She sat there for a minute slowly undulating her hips, enjoying the feeling of being completely filled with my cock. She then slowly withdrew, rising up until just the head was still inside her before sliding back down again. Over and over she rode up and down my cock in long, slow strokes, while all the while moaning loudly like a porn star.
"Do you like my tight little pussy baby?" Shelly asked.
"Oh, yeah, baby," I groaned. Shelly smiled and began to increase the tempo while her large, full tits joyfully bounced up and down invitingly. I fondled her tits and held them up high on her chest while I pinched her nipples.
"Mmmmm, yeah, squeeze my tits!!" she moaned while she ground her dripping pussy down on me. Her pussy was so wet that with every stroke there was a wonderful squishing sound as she slid up and down my cock and a smack when her ass slapped against my thighs.
My thoughts drifted back to Nicole. The memory of her rubbing her tits while she watched Shelly sucking on my cock was burned into my brain. Nicole's bedroom was right next to mine and I again thought of her lying on her bed listening to the sounds of our fucking while she was pleasuring herself.
Shelly slid her hands off my chest and bent over sliding her tongue into my mouth as she rubbed her excited tits against my chest. I tilted my head down and slurped her juicy nipple into my mouth. She was gyrating her pussy around in a circular motion that forced my cock to swirl around inside her slick folds. I could feel my cock swell even more and felt my balls tighten in preparation for another orgasm.
"Oh, fuck!! This feels so good!!" Shelly yelled as she raised herself back up and began quickly thrusting her pussy up and down on my cock. I could tell from the intense look on her face that she was getting ready to cum. "Oh, fuck my pussy!! Yeah! Yeah!! You're gonna make me cum again!!" Her words were so exciting to me that I was nearing the point of no return.
Shelly arched her back and thrust out her huge tits while screaming, "Ohhhhhh, yeah! Ah! Ah! I'm gonna cum! I'm gonna cum! Ahhhhhh, I'm cumming!!!" She ground her spasming pussy down as her body was racked with a powerful orgasm. She was panting loudly and her body was trembling as wave after wave coursed through her. I looked down and could see her juices dripping from her drenched pussy and running down my cock.
Then the wave of my own orgasm overtook me. I reached down and grabbed her hips as I thrust powerfully up into her pussy. I felt my inner muscles contract as my load of semen was forced up my shaft. I looked up into Shelly's face and moaned, "I'm cumming baby." She just looked down at me and smiled with an incredible look of pleasure on her face.
The world seemed to stand still for one brief moment as I stood on the brink. I looked at Shelly's gorgeous face, her incredible tits and juicy, erect nipples, and her silky pussy lips stretched wide around the base of my shaft. Then, I pulled her hips down hard on me as my cock finally burst and shot stream after stream of cum into the depths of her tight pussy. "Ohhhh, fuck!!!" I cried, overwhelmed by the feeling of release.
"Oh my god!" she groaned. "I can feel you cumming inside of me!!" She collapsed down onto my chest and our mouths met again as my cock emptied its load in her pussy. Our tongues intertwined as the power of our mutual orgasms began to subside. I was still buried inside of her and was in no hurry to withdraw. She also seemed to be satisfied to just rest there for a while still filled with my cock. Finally my cock started to soften and slipped from her folds as she rolled off of me.
We both just laid there next to each other on my bed panting from the exertion of our fucking. Shelly looked over and said, "That was amazing."
"Yeah it was," I replied grinning.
"Why did we wait so long to do it?"
"I don't know," I said. "But we won't be waiting long to do it again."
"Mmmmm. That's what I like to hear!" she purred as she rolled over to give me one more kiss before rising from the bed. I watched her as she slipped her clothes back on. She was so sexy. Just looking at her stuff her awesome tits back into her tiny bra caused my cock to stir again.
"Uh, Shell? What about Nicole?"
As if suddenly snapped back to reality she said, "You don't think she heard us do you?"
Smiling, I thought of Nicole standing in my doorway and replied, "I don't think she's that heavy a sleeper."
"Don't worry about Nicole. I'll explain everything to her." She gave me a quick peck and said, "I'll see you at school tomorrow," as she turned to leave. After a second she poked her head back around the corner and said with a big mischievous grin, "How's your studying going for your test tomorrow?" Then with a laugh she was gone.
Talk about being snapped back to reality. I glanced at the clock and saw that it was after midnight. I studied for a few hours before crashing.
The next morning I overslept and by the time I came downstairs Nicole had already left for school. Well, it looked like I would be missing my first hour speech class. I made it to school in time for my Calculus test and was walking down the hall to class when I saw Nicole. I smiled at her as she approached. She was looking totally hot as usual. She had on tight, low-fitting jeans and a form fitting stretch top that showed off all of her curves. It should be illegal to look that good in school.
"Hey David," she said.
"Hey Nicole," I replied awkwardly. I wasn't sure what to say, if anything, about the events of last night. We stood there in silence for a second and I was starting to regret the whole thing. I didn't want to make things awkward with Nicole. Then she said something completely unexpected.
"Umm, Shelly said you're quite the math tutor. I was wondering if you would maybe tutor me tonight?" Her expression looked innocent but her eyes were saying something totally different. My heart started racing and I could feel my cock hardening in my jeans.
I could barely speak. "Sure," was all I could manage to say.
"Great! I'll see you tonight," she said as she turned to go. I stood there stunned as I watched her walk away. She turned and gave me a wicked grin.
This was going to be the longest day of my life...
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