I had been driving for two hours up interstate 15 from San Diego to Riverside, heading to Cindy’s place. My wheels were spinning as fast as they legally could. My head was spinning faster. Cindy and I had been friends with benefits for years. The sex with her was always incredible. Cindy was twenty-one, a little on the plump side but wonder large breasts with soft, large nipples, her pussy was typically trimmed, not completely shaved and very small pussy lips. I was anticipating the visit with her during the entire trip, trying not to speed, the last thing I needed was a ticket from the ever so friendly CHP. 

When I finally arrived, I knocked on the door, my cock was already hard and pressing against my jeans in anticipation of the great sex we were going to have. When Cindy opened the doors, we kissed, deeply and long, I grabbed her ass and squeezed and pulled her close to me. I could feel her large breasts push against my chest, I thought I was going to explore right then and there.

We walked in and went to the living room and there, on the sofa, was Stephanie, her best friend from the neighborhood where she grew up. Steph was nineteen, short 5’2” Hispanic with a very thin build and very small, training bra sized tits. Steph was a real cutie. I know that Cindy and Steph had been with each other in the past but I never thought I would get a chance to see Stephanie naked, let alone touch her wonderful body. Cindy sat me on the sofa, and we made out for several minutes as Stephanie watched. Then Cindy got up, stood in front of me and said, stay here, watch, don’t move. Cindy straddled Stephanie on the sofa and started to make out. Watching their tongues move into each other’s mouth was crazy hot. I literally was spinning from the excitement; I was dizzy and light headed.

I watched as Cindy undressed Steph, both of them quivering with anticipation. Cindy took Stephanie’s shirt off, quickly with excitement; they were kissing deeply as she pulled the shirt up over Stephanie’s head. Stephanie’s breasts were small, A-Cup and very small hard nipples that poked against her sheer bra. Cindy went to undo Stephanie’s pants next, while Steph was trying to take off Cindy’s shirt. Cindy’s shirt came off and her breasts bounced, much to my delight. I couldn’t contain myself sitting on the sofa, not being able to do anything. I rubbed my hard cock through my pants.

Cindy managed to get Stephanie’s pants undone, Stephanie stretched out on the sofa so Cindy could take them off. Stephanie was wearing a bright green thong which barely covered her pussy. Cindy undid her own bra and her large hanging breasts fell to their amazing glory. Stephanie reached for Cindy’s pants, unbuttoning, and unzipping them quickly.

Cindy pulled off her own pants and her panties at the same time while Stephanie took off her thing G-string panties, followed by her bra. Stephanie’s pussy was shaved, glistening and wet, both girls now completely naked and me sitting on the sofa with my clothes on.

Cindy got on her knees, spreading Stephanie open and began to lick her pussy. Stephanie reached over, grabbed my hand and pulled it to her breast. Taking this as my signal to join in, I rubbed, caressed, and gently squeezed her nipple. I moved over and started sucking on Stephanie’s breasts, she pulled my shirt up over my head while Cindy continued to lick Stephanie’s pussy. Stephanie was moaning from the pleasure we were giving her. I undid my pants, dropped them to the floor with my undies and starting working on Stephanie’s tits again. Cindy reached up and started to play with my balls and Stephanie worked my cock.

With Cindy still on the floor, I got behind her, I raised her ass up and I entered her pussy slowly. Her pussy was wet and tight with all of the excitement. I pushed my hard cock all the way in, pushing Cindy’s tongue into Stephanie’s pussy. I could tell that she was licking Stephanie harder and faster as I pumped her. This continued for a couple of minutes and Stephanie asked, nearly begged to let me fuck her.

Cindy led Stephanie off the sofa, and Cindy lay on her back on the carpet, she pulled Stephanie onto her into the 69 position. Cindy grabbed my cock, pulled me over behind Stephanie and guided my cock into Stephanie’s pussy. Stephanie’s pussy was wet, warm and so incredibly tight, I pushed in gently, savoring every moment as I pushed deeper. I could feel her tighten up and Cindy still had her hand on my cock.

As I pushed in deeper, her hands then massaged my balls. I could feel Cindy’s nose on the bottom of my shaft as she licked Stephanie’s pussy. I then began to fuck Stephanie steadily, Cindy was licking Stephanie and my cock pumping her; Stephanie couldn’t take it for very long. I felt her tighten her pussy, she began to scream, and I started pumping her hard and fast. What seemed like minutes probably took seconds, Stephanie came and I wasn’t long after her. My head was spinning and I was dizzy. I kept pumping, draining every bit of my load into her. After sometime I pulled out of Stephanie, Cindy grabbed my cock, pulled it into her mouth and sucked me clean. The three of use moved to the sofa, with Cindy in the middle, we talked, played and chatted, and then we went at it again, but that will have to be another story.

Disclaimer – This story is true, it happened some years ago, only the names have been changed. Everyone was over the age of eighteen at the time of the story.