On the heels of a nasty break up, I decide to get out of town for a long weekend to visit my best friend, whom I haven't seen in a couple of years. Tiffany and her boyfriend Derek live in a small apartment in the middle of downtown Seattle. After spending the day sight-seeing, Tiffany and I finally arrive at her apartment after dark. Tiffany looks stunning as usual.

She has dark brown hair and hazel eyes. Her tight black skirt falls to the middle of her thighs, revealing the smooth, tanned flesh of her long legs. She is wearing a deep crimson camisole trimmed in black lace. Her full breasts are straining against the fabric. I look woefully down at my own smaller breasts.

I have a hint of cleavage thanks to the wonders of underwire, but I am definitely in the category of "just a handful." I catch a glimpse of myself in a mirror. I am a stark contrast to Tiffany; my eyes shimmering in a variety of blues like the ocean and my hair is shimmering blonde. I am grateful that despite the fact that my breasts are lacking in size, I make up for it in other ways. I have always been a fan of how amazing my ass looks in blue jeans and for that reason, I wear them often. Tonight was no exception.

Feeling nervous, I glance across the room. I notice Derek standing beside Tiffany. He is handsome in a rugged way. He has a tall, muscular frame and strong arms; I can see why she is infatuated with him. His brown hair has the strategically tousled look and his baby blues twinkle with mischief. They are whispering about something and eyeing me expectantly. A sly grin plays across his face and I hear him say, "Do it." She smiles victoriously making my heart race.

She grabs hold of my hand and leads me to the kitchen where we take a couple of shots of tequila. I make some lame joke about getting too horny when I drink tequila. She just laughs and says, "That's the whole point, Alexis."

I study her carefully, trying to determine her meaning. I give up, because I have never been good at reading people's intentions involving me. I am a regular Einstein when studying the interest level of others and have been responsible for a number of my friend's relationships. However, if the attention is directed at me, I need a flashing neon sign and verbal confirmation before I catch on.

Sipping margaritas, we sit down on the couch and giggle at internet videos while gossiping. The tequila is having its usual affect and I find myself laughing too loud and making sexual innuendos. I can't help but lay my head on her shoulder or brush my hand across her leg. Thankfully, I have yet to think about how embarrassed I will be in the morning.

Tiffany throws her leg across my lap and straddles me, her face close to mine. Her eyes are bright and eager. I am still oblivious. Suddenly, her mouth is on mine; her tongue crosses between my lips, seeking and meeting my own. She crushes her body against me and tangles her fingers in my hair. I can feel the soft curves of her breasts against my own; her skirt is high on her thighs and her bare legs are pressed against my jeans. I lose myself in her kiss, our mouths exploring and hungry. I tear my lips from hers and press them to her throat, nibbling softly. She lets out a soft cry that encourages me to continue.

My hands slide up her body, my fingertips just barely caressing her soft skin. Tiffany meets my eyes triumphantly and pulls her shirt over her head. My breathing catches as she meets my gaze, her eyes demanding and desirous. I bury my face into the valley of her breasts, kissing and nibbling her soft flesh. My hand slides up her back and unfastens her bra. She laughs as she slowly removes her bra and throws it across the room.

My eyes follow its flight to meet Derek's. How could I forget her boyfriend was here? My initial reaction is to be shamed, but I notice the greedy, eager way he is watching us and realization has finally dawned on me. His unabashed interest only fuels my arousal and I give him a knowing smile. I pull off my own shirt and bra, and then return my mouth to hers. Our kiss deepens as my breasts press into hers.

I kiss down her throat once more until, my mouth captures one of her rosy buds, and I slowly flick my tongue across it. She coos with delight as I suck her hard nipple into my mouth. I move my hand to her thigh and slide it slowly beneath her skirt. Tiffany gasps as my fingers brush across her moist panties. I continue to tease her breasts while I lightly caress her through her panties. Her breathing grows ragged and she finally whimpers, "Touch me, damn it." I laugh imperiously, realizing that I now have the upper hand.

I slide my finger inside of her panties and run it slowly up her slit. She reacts as if she was hit by a bolt of lightning, letting out a short hiss of air. I press my finger between her lips and find her slick with desire. I groan aloud and feel my own pussy tighten and grow wet. I hear Derek moan from across the room and look over to see him free his impressive erection from his pants. I am past being amused at this point and watch him eagerly, as he works his hand expertly up and down his shaft.

My finger flicks across her clit, alternating pressure and speed. Her breathing is rapid and her pussy is dripping when I plunge my fingers inside. She moans in desire and pulls my face to her breasts. Taking my cue, I flick my tongue at the same speed as my fingers thrust in and out of her and soon feel her shudder with release. She is panting and flushed from orgasm when she claims my mouth in a passionate kiss. She slides off of my lap and captures my hands to pull me to a standing position. She slides off my jeans and panties and I swear I feel my heart stop.

Tiffany removes her own skirt and panties, and then pushes me back down onto the couch. She presses her naked body to mine and our mouths meet once more. I barely notice Derek when he moves completely naked to a kneeling position beside the couch. She moves her mouth to my nipples, swirling her tongue around them. I quickly forget our front row audience and moan in delight when her hand slips between my thighs.

Her fingers firmly rub my clit, while she teases my nipples with her tongue and teeth. I feel my pussy tighten and ache causing me to whimper for her to put her fingers inside me. I feel her fingers slide into my wet pussy and my body quivers with desire. She works her fingers in and out of me, moving faster and harder until I feel orgasm rock my body. I gasp for air for a moment and then her mouth claims mine once more.

He is standing there, eyes wide and bright with arousal. His long, hard cock is standing ready but neglected, though he has yet to protest this lack of attention. She looks at him and then at me, and whispers in my ear, "Only if you want to..." I hesitate for a moment and then obey my body's desires. A wicked smile crosses my face and I whisper my plan in her ear.

We untangle our bodies and sit up on the couch.

Tiffany stands and pushes Derek to a sitting position beside me. She leans over and claims his mouth with a kiss. His fingers fist in her hair, as his mouth slides down to her throat. I watch enthralled for a moment and then run my fingers up his thigh. His eyes widen and his grip loosens on her hair. We kneel on either side of him and our lips meet in a passionate kiss less than an inch from his eager cock. Our mouths separate, and she flicks her tongue across the tip, then I follow suit.

Tiffany takes him fully into her mouth and he closes his eyes, moaning loudly. She looks up at him and tells him to watch. My mouth captures his erection, flicking my tongue in long, languid strokes. I slide my mouth further down. I enjoy the feel of his smooth manhood in my mouth and I suck harder. Derek groans when I pull my head away from his cock and I smirk at him amused. She and I meet again for a deep kiss, leaving his cock unattended while he watches our tongues dance. We then move this kiss to include his pulsing member; her lips and tongue on one side and mine on the other while we move together down his shaft. Our tongues flick against one another, as our lips move up and down his length.

Unable to stand it any longer, he stands up and throws her over his shoulder. He grabs my hand and leads me to the bed. He drops her on the bed and then nudges me to join her. She laughs and shakes her head at him. "You're going to pay for that, you can go back to watching..." He grunts in protest, but complies.

I smile and take advantage of Tiffany's distraction. I position myself below her and grab hold of her legs, pushing them apart. I move her body until my head rests between her thighs and say, "I have to taste you." Her eyes widen, as I move my face to her pussy and slide my tongue up her slit. I moan softly and slide my tongue between her lips. I flick my tongue rapidly across her clit and watch her body arch and quiver.

I hear Derek grunt and glance over to find him working his shaft once more. I catch his eyes and say, "She tastes good, come here and I will show you." He nears me and presses my mouth to his. His tongue possessing my mouth, he runs his hand up my thigh and slips his finger inside my aching pussy. Watching us, she moves her hand between her thighs and begins to furiously rub her clit.

I return my attention to her pussy. I find that she is unbelievably wet with desire. I slide my fingers inside her while my tongue circles her clit. He has shifted his body beside her head; his deprived cock against her lips. She opens her mouth to welcome his deep thrusts. I move one hand to my own clit, while I work her pussy with my fingers and tongue.

Soon, Tiffany gasps as another wave of release rocks her body. She grabs hold of my arms and pulls me to her, our bodies pressed against each other. She kisses me deeply, tasting herself in my mouth. She rocks her hips and moves herself on top of me. She kisses down my neck to my breasts. I grab hold of his thigh and pull him closer so I can take his cock in my mouth while her tongue flicks across my nipples.

Tiffany's fingers slide between my lips and urgently thrum on my clit. I groan with his length still deep in my mouth when she slips her fingers into my eager pussy. I try to focus on sucking his cock, but find myself gasping when her tongue meets my clit. Derek watches his girlfriend intensely as she works me over with her fingers and tongue. He positions himself behind her and I feel the vibration of her moans when he enters her. I can hear the sounds of their thighs smacking together as he pounds hard inside her. Her tongue continues to circle my clit as she begins to thrust her fingers in time with his strokes. Soon, I find myself in the throes of a toe-curling climax.

I shimmy down the bed until our nipples are touching. I bury my head into her neck, nibbling as he thrusts behind her. Her hips grind into my own every time he buries his manhood deeper. I slide my hands between our bodies and begin to frantically rub her clit with one hand. With my other hand I caress his scrotum with my fingertips. The resulting moans bring her to a quivering orgasm above me.

Derek pulls out of her depths and Tiffany sits up, her legs straddling my hips. She rotates her torso and turns her head towards him, so that their mouths can meet in a deep kiss. He breaks his lips from her own and nibbles on her ear. I see his mouth moving in a whisper but am unable to hear what he is saying. She nods enthusiastically, an excited gleam in her eyes.

Tiffany moves to lie beside me stroking my thigh and kissing my lips. As her tongue presses into mine, I feel her hands move to my breasts. Her fingertips begin in big circles until she finally begins to roll my hardening nipples between her fingers. I whimper with delight, forgetting about everything but the feel of her kiss and her fingers.

Until suddenly, my thighs are pressed apart and feel Derek's hot tongue flicking my clit. I break our kiss with a gasp and I grab the back of his head trying to anchor him to my pussy. He presses his tongue to my tight entrance, teasing me. Suddenly, he thrusts his tongue deep causing me to moan and quiver. Her own mouth moves to my nipples, teasing them with her tongue and teeth.

Their combined efforts bring me close to the edge when he suddenly stops. I whimper a protest until I feel the head of his cock pressing against my slit. He presses his throbbing member against my clit and begins rubbing against me. Tiffany looks at me smiling and then she looks at Derek and says, "Fuck her, baby...make her cum again."

Instantly, I feel Derek thrust his massive girth inside of me, filling me. I gasp at his intrusion; he is much larger than the shithead of an ex whose name I suddenly can't remember. He sinks deep into my trembling womanhood with slow, steady strokes. I catch his gaze, his eyes burning with desire and I moan, "Harder, fuck me faster."

His tempo increases, and I feel the painful pleasure of his complete invasion. Tiffany straddles my face with her thighs, her silky, wet pussy above me. I press my tongue hard into her slit, flicking my tongue across her clit in time with her boyfriend's thrusts. I reach my hand up to capture one of her nipples, teasing it to a hardened point by tugging on it.

Derek finds a way to increase his tempo even more, and I squirm and moan as a result. The vibration of my moaning against Tiffany's clit causes her to buck and grind her hips into my face. We both find our release together and she collapses on the bed beside me. After I catch my breath, I glance up to see Derek's cock still standing at glorious attention beside me.

"Seriously?" I say, looking to him and then to her incredulously.

She smiles at me and says, "We will be at this all night."

"Bring it on," I say with a laugh.