Chelsea walked out of the Fall Ball, her red cloak billowing around her ankles in the cool breeze. She had come back to the school to help clean up after taking her boyfriend Stan and their friend Sarah home, and now that it was finally all over, she slowly walked back to her car, ready to get some sleep back home. Waving to some of the last few stragglers in their various costumes, she very nearly walked past the gold minivan parked under the tree, in the darkest part of the parking lot.

But Chelsea noticed something. The van was moving slightly, rocking subtly on its wheels.

That's Jesse's van... she thought to herself. Walking towards it, she noticed that there were no lights on in or on the exterior of the vehicle and that no one seemed to be nearby. So why is it moving...? Her curiosity outweighing her fatigue, Chelsea ventured closer.

As she reached the van, she realized she could hear something coming from inside it. Voices. Speaking? No. It sounded like... moaning. Chelsea dared to peek through the window into the darkness inside the van. And what she saw made her shiver. There were two people inside, completely naked.

One was her friend Jesse, crouched behind his girlfriend Holly. She was on all fours, her forehead pressing against a window and her ass sticking up behind her. That's where Jesse was, thrusting his long cock into her.

He grunted.

She moaned.

And Chelsea stared.

She could barely breathe as she watched her friends fuck. It was the single hottest thing she'd ever seen. A man she'd lusted after since she'd met him and his beautiful girlfriend whom Chelsea had only met earlier that evening. She could feel her desire trickling down her thigh. Chelsea licked her lips, biting the lower one as she watched them.

Holly's face was contorted in ecstasy as Jesse's hips smacked against her ass again and again, making the van rock around them. Chelsea squeezed her thighs together, her clit trembling.

"Holy fuck..." she breathed. Chelsea allowed her hands to take over and slide up her sides, gently caressing her bosom as she watched Jesse and Holly make love.

She could hear Holly moaning even through the glass and glanced around to be sure no one was watching.

When Chelsea looked back, however, she found herself staring right at Jesse's shocked face. His mouth was hanging open and his eyes were wide with terror. Needless to say, the van had stopped moving.

Holly realized what was happening and pulled away from Jesse, shocked. His cock popped out of her, glistening and rigid. Chelsea gulped, horrified at being caught spying on her friends but still incredibly aroused. Jesse, meanwhile, hadn't moved since he'd discovered Chelsea's presence. After a few moments of silent tension so palpable you could cut it with a knife, Holly moved forward. To Jesse and Chelsea's shock, she actually opened the sliding side door and, blinking in the light suddenly turned on, looked Chelsea dead in the eye.

"Care to join us?" she asked, holding her hand out.

Chelsea stared at Holly's hand, unsure for a moment what she'd just heard. After all, she must have misunderstood. Right?

But no, she hadn't, she realized as Holly pulled her into the vehicle. Closing the door behind her, they were once again thrown into darkness, with barely enough light to see each other.

Turning to Jesse, Holly asked sweetly, "Is this okay with you, mon cher?"

After a moment of silent, open-mouthed staring, Jesse shook his head, as if clearing his thoughts of cobwebs and grinned. "Whatever you say, cara mia." The two then turned their eyes back to Chelsea

Slowly, silently, Chelsea started to remove her red cloak, and with helping hands from the amorous couple, the rest of her clothes soon joined it in a pile in the front seats with their clothing. Holly started things slowly by kissing Jesse first, then bringing Chelsea's lips to her own. They kissed for several moments, their soft lips and tongues teasing; testing. Chelsea's hands slid up Holly's sides to caress the sides of her breasts as Holly's hands softly held the other girl's hips.

Jesse watched them hungrily, gently stroking his swollen cock. When the two girls turned to him, he moved closer, reaching his hand around to the back of Chelsea's head and grasping her hair, pulling firmly. He knew exactly what that would do to her and swallowed her moan with a deep, fierce kiss. It was a contrast to the gentle kiss Chelsea had shared with Holly. This kiss was stronger; deeper. Filled with lust and passion, with only a trace of tenderness. This kiss would set the stage for tonight.

As Chelsea's mouth was invaded by Jesse's probing tongue, she could feel Holly's hands caressing her plump bottom.

"Doesn't she have a great ass, baby?" Chelsea heard Holly ask from behind her. Jesse's other hand, larger and stronger than Holly's joined her's on Chelsea's ass, squeezing firmly as he growled his approval into Chelsea's mouth.

Reaching between them blindly, Chelsea tentatively wrapped her small, soft hand around Jesse's turgid member.

Holy crap... she thought. She'd seen a picture of it, even felt it against her a few times through clothing, but in her hand, his cock felt even bigger than she imagined.

Stroking it, she could feel it grow even harder as the grip on her hair and ass tightened. Finally pulling his mouth from her's, Jesse looked into Chelsea's eyes.

His blue eyes burned into her brown ones with lust as he gestured for Holly to lay down on the unfolded back seat. Spreading her legs, she gave Chelsea a perfect view of her glistening lips.

As Chelsea started, Jesse whispered in her ear, "You want to taste her, don't you?" Chelsea nodded meekly. Placing his hand on her head again, Jesse guided her down until she knelt on the seat between Holly's legs, face inches from the other girl's pussy and her ass up in the air.

"Chelsea," Holly said, her voice husky with lust, "I want you to lick my pussy while I watch my boyfriend fuck you." The redhead shivered as she felt Jesse's hands on her hips, caressing her. After looking into Holly's resplendent green eyes, Chelsea dove in, licking Holly's slit for all she was worth. The other girl gasped and gripped the seat with one hand, the other hand pinching and pulling a hard pink nipple.

Chelsea was not the only one licking a wet pussy, however, as Jesse enjoyed his first taste of her nectar. She was dripping, but he wanted her gushing before he took her. Placing the fat head of his cock against her wet slit, he teased her clit, rubbing it against her vagina.

For a moment, Chelsea thought of her boyfriend; that is, until she felt the thick head of Jesse's cock pierce her. At that point, all thoughts besides the here and now vanished from her mind. Chelsea gasped; Jesse growled; and Holly moaned softly as Chelsea's fingers penetrated her pussy.

The van rocked as the sounds of sex filled the space around them. Flesh smacking against flesh as Jesse pummeled Chelsea with his cock, filling her tight pussy with every stroke. He groaned from behind her, his fingers clutching her hips. Holly's wanton moans filled the air around them, Chelsea's own exclamations of pleasure muffled by the other girl's dripping pussy.

Holly started moaning even louder, mumbling incoherently as her quivering pussy tightened around Chelsea's fingers. Jesse could see her orgasm approaching as he looked down toward her flushed face, eyes closed tight and cheeks flushed. He pounded Chelsea all the more, making her squeal in delight against Holly's pussy.

As Holly's orgasm crested, her thighs closed around Chelsea's head. As she felt it hit, Chelsea moaned, lapping up Holly's cum as it gushed forth. The taste of Holly's orgasm combined with the feeling of the thick cock inside of her was too much for Chelsea and with a shriek, she thrust her hips backwards and squirted her creamy cum all over Jesse's cock.

Jesse gritted his teeth, steeling himself to keep from cumming. "Not yet..." he panted. "Not... yet." His thrusts slowed inside Chelsea as she moaned and panted. "Ready to switch yet?" Jesse asked, rubbing her smooth ass.

"Not yet..." Chelsea moaned, "she tastes so good and you feel amazing."

He smiled and continued his slow thrusting, sliding his cock deeply into her and slowly drawing it back out. Chelsea moaned softly and licked Holly's pussy even more, causing the girl to quiver and spasm as smaller, faster orgasms rippled through her clit.

Finally, Holly moaned hoarsely "Jesse.... Jesse..."

Chelsea understood and allowed herself to release the cock inside of her. It popped out, glistening with her slick cum. Repositioning themselves, Holly straddled Jesse's hips and lowered herself onto his cock, impaling her pussy on the long, thick organ. Chelsea meanwhile brought her quivering pussy down over his mouth, allowing him to fully demonstrate his oral abilities.

"Oohh!" Chelsea gasped as she felt her friend's tongue expertly find her clit as though he'd always known exactly where it was. He licked her for all he was worth, putting her into a pleasure-induced stupor. Despite her fluttering eyelids, however, Chelsea stared, transfixed, at the sight of Jesse's cock being swallowed by Holly's soft, wet lips. Her pussy was stretched tight around his turgid member as she rode him hard, causing her breasts to bounce hypnotically before Chelsea's eyes.

The temptation became too much as Chelsea's lips captured one bouncing nipple, suckling hard and nipping with her teeth. Holly gasped and groaned, riding her man's cock faster. Chelsea barely managed to keep ahold of her prize, though, as the tongue on her pussy had her moaning and gasping for breath. Her second orgasm was quickly approaching and when Jesse's tongue flicked over her clit again, she screamed, gushing sweet cum all over his face.

With a long groan, Jesse's cock exploded, unleashing his hot cum deep inside of Holly. The throbbing inside of her pussy became too much and Holly's orgasm joined the others' with a shriek.

The three of them collapsed together, panting.

After he'd caught his breath, Jesse kissed Holly softly and looked to Chelsea. "Well, how's that for a Happy Halloween?" He asked with a cheeky grin.

Chelsea laughed, still slightly out of breath. "This is a hell of a way to celebrate. No wonder it's your favorite holiday." She added with a chuckle to Holly.

"Ooohh, yeah." she laughed.

The three lovers lay together for a while after that, just holding each other close.