Gym Ratz, Round 04

Oh my god, this is really weird! Now I don't know what to think! I just nod, then take a big gulp of my beer, but they're already kissing again, and now they are obviously grinding against each other. But I feel something on my thigh, and it's Josh's hand running up and down my skin, even as he kisses Wendy. I gasp, and am about to push it away. But it feels nice and makes me tingle, so what the hell, I take another swig. I like beer, but I don't drink that often, mostly 'cuz I don't like to drink alone, and I'm beginning to feel just a little buzz, now that I'm almost through my second one of the night.

Finally their kiss ends and their lips part, both breathing a bit deeply, but Wendy doesn't move back from him, still sort of leaning against his shoulder. But she looks at me with that smile and says, "Your turn!"

Before I can even think what that means Josh's hand moves from my thigh to my shoulder and he pulls me over to him. And this time, his tongue rams through my lips and his other hand starts running up and down my back, holding me pressed against him as the kiss grows deeper and deeper. What the hell! I moan and grind my lips on his, meeting his tongue with mine and letting them play. I roll towards him, pressing against his other shoulder as he ravages my mouth. And I can't help letting my hand run down the front of his t-shirt, feeling his strong pecs and hard abs.

My heart is pounding, and I'm about to pull away again when I feel another hand on me! I'm not sure which hand is which, but one is rubbing across my shoulders and the other is gently petting my ass! I don't even care who! I moan and renew the kiss, grinding hard against his mouth, and I feel the hand tighten over my firm cheek!

Finally Josh relaxes his grip on me and I pull back gasping, but he holds me against him. I've given up wondering what's next. But it's obvious that while we still may be playing, this is a lot more than just "friendly". It's been so long and now I'm trembling, and there is no doubt, I feel something right down "there".

When I open my eyes Wendy is smiling at me again, but now her face is only inches away, and her hand slips from my shoulder to the back of my head, pulling me to her as she leans forward. And all at once we are kissing! Oh my god! All I can do is give a little squeak as she slowly rolls her lips against mine. And then I feel her tongue softly stroking my lips, and when I open my mouth just a little it probes lightly. And somehow my tongue meets hers and they are playing with each other, darting in and out and tangling together.

"See," she says with a big smile as she pulls away, "Three can have fun!" And before I can think of an answer she and Josh are grinding again, and she slides a leg over one of his, till she is straddling his thigh.

Ok, I get it. And I'm in! As they kiss I lean over and begin to kiss Josh on his neck and nibble on his ear, and reach a hand over till I can rub Wendy's back. And before long, Josh turns his head to me and we are kissing again. And this time I pull myself up and press against him, grinding my boobs against his chest as our lips and tongues battle it out. Oh god! I'm wet!

Wendy and I are both leaning against Josh now, and when he lets me go she puts both arms around me and pulls me to her for another kiss. Suddenly I come to the realization that she likes this as much as I do! I can feel her small firm breasts pressing against mine as our bodies move against each other. We're whimpering into each other's mouths, and Josh is breathing deeply under us. But suddenly his hand slides under my tank top and runs up and down my bare back! I moan and grind myself against Wendy, suddenly too needy to worry any more about what we're doing. The two people I've had the hots for have their hands all over me; I don't care why, and I'm going to enjoy it!

When Josh reaches up and touches Wendy's chin she turns back to him, but now I begin to kiss along the side of her neck and her ear. And a little cry comes from deep in her throat, even though her lips are still locked with Josh's. And I whimper because I'm enjoying it almost as much.

Then I suddenly notice something! Wendy's t-shirt is pushed up to her bra, and she's bare from there to her waist! What the hell! I reach for the last of my beer and down it, then I grab her shirt and start pulling it up! And she raises her arms and the kiss breaks for just a millisecond while I pull it over her head! Josh immediately moves both hands to her body and begins running them over her bare skin, and she moans and grinds her body against him, now wearing only her cute little bra. But that doesn't last long because Josh immediately yanks the clasp in back, and pulls the bra off of her.

And now the two of them are looking right at me! What the hell! I raise my arms and close my eyes, and sure enough, my tank-top disappears! I purposely wore a sheer bra to show off my nipples a bit, and now they are rock hard! And when I look down, I see they look like two dark red dots making tents in the fabric. But with a giggle Wendy reaches over and pulls the clasp, and my bra almost pops loose it's straining so hard. No use worrying about it now, so I let it slide off my arms, and Wendy tosses it aside.

And they are both staring at me. And in unison, they both say, "WOW!" I know I have nice tits, and with a reaction like that I light up like a candle and giggle, enjoying the feel of their stares on my chest. And my nipples crinkle up so tight it hurts! For a moment, no one moves, but then josh reaches for one breast and bounces it, feeling it's weight. And Wendy reaches for the other, running a hand over it and softly fondling it. Oh fuck! I moan loudly and my back arches as a reflex, pushing into their hands.

I'm not sure what's happening here, in fact, I can't think at all. But it seems Wendy is enjoying me as much as Josh is! Josh closes his hand around my boob and begins slowly squeezing and kneading, and he makes me moan with delight! But Wendy plays with my nipple, seemingly fascinated with how big and hard it is. My nips are at least twice the size of hers, and her fingertips are making me crazy!

I'm whimpering and moaning so loud it fills the room and my eyes are closed tight, but I hear Wendy start to moan too, so I open my eyes to see that Josh is playing with her tits with his other hand. Her nipples are small and dark but nice and long and swollen, and he's pulling at them, squeezing and twisting.

But then Wendy and I have the same thought at the same moment and we both look at Josh. "Don't you feel overdressed?" she asks him. "Take off the damn shirt! He laughs and doesn't waste a moment complying, and as his reward we both lean forward and rub our tits against his bare chest. And I kiss up and down one side of his face while she takes care of the other. And when we meet at his mouth we play three-way tonguezees, all pressed together as our tongues lash back and forth.

Oh god this feels good! It's been a while since anyone touched me, and now I have a guy and a girl at the same time. And the right ones, too! I know my panties must be drenched because it's slippery down there, and my tits feel like they're on fire with every touch. This may have started out as play, although somehow I doubt that's what Wendy and Josh had in mind from the beginning, but right now it's just plain foreplay! Well I'm no virgin and my blood is pumping 90 miles an hour, and I'm ready to see how far this goes. And determined that I won't be the first one to quit!

I concede Josh's mouth to Wendy for the moment and start to do a little exploring! And Josh jumps, then moans, when I find the treasure – in his shorts! And when I close my hand over him and squeeze he pulls his lips from Wendy and groans, "Oh shit!"

Wendy looks down and giggles when she sees my hand sliding up and down the bulge in his shorts. Actually, I want know how big he is, but I haven't found the end yet, so IT'S BIG! Josh moans again when I squeeze him a little, which makes Wendy giggle again and she says, "Ooo poor Joshie, is she hurting the big strong man?" in her best little babytalk voice.

But Josh shudders and gives a hoarse laugh, and only manages to get out, "Oh fuck!"

Wendy finally slides off the leg she's been humping herself on and drops to her knees, giggling, "Oh dear, those shorts look so tight!" And she reaches for the button on his shorts. And when that's done, she grabs the zipper and pulls it down.

Then the two of us look at each other and giggle again as we both grab the waist band of his shorts and start pulling. Josh has no problem with that and lifts his ass so we can slide them off. When they hit the floor I look back up and oh my god, there's a giant tent in his briefs! How big IS this thing?

I'm sure Wendy already knows, and she bends over and starts kissing it through the cotton, making him moan again, but there's plenty of room for me, so I join her from the other side as we kiss and lick and nip at the bulge. We are literally face to face, and when we catch each other's eyes we smile, and then lift our heads and kiss each other, letting our tongues play. And we hear a gasp from Josh as he watches.

Wendy is waking up all the old feelings in me, and I can't help moaning as our lips and tongues massage each other. And I'm not sure which one of them I want more! Hell, I want both of them! Without thinking I slide a hand down between my legs and just press against the front of my shorts. And my own touch makes me whimper!

This is making me crazy! It's been so long and I need it so bad, and this is so sudden and unexpected! But god, I'm shaking I want it so much! And even as Wendy and I go back to teasing Josh with our lips again, I fumble with my shorts, finally getting the button and zipper open.

But when I slide my hand inside my soaking panties and touch myself I jump, then moan loudly. I forget Josh and fall back on my ass on the couch and my fingers rub up and down my wet, swollen lips, and the two of them look at me as I whimper. I know it's turning Josh on because he reaches down and touches himself!

Wendy gets up and quickly slips her shorts off, then comes over and sits behind me on the couch. And she presses against my back as she reaches around for my boobs! Oh GOD! When she touches me it's sweet fire, and I moan and arch into her hands. And she leans forward and whispers, "Oh, baby!" before kissing me right under my ear! Her fingertips are gently playing with my nipples and I'm going insane, my whole body writhing as I try to press harder against her. Josh just leans back, watching, and his hand slowly strokes over the bulge, and I can't take my eyes off of it!

Finally I catch my breath enough and get up the courage to whisper, "Please, take them off. Josh is caught a little by surprise, but he smiles at me and slowly begins to ease the briefs over his hips. I know he's teasing me and I can hardly stand it, but finally he slips the band over the tip of his cock and it pops straight up in the air, bouncing back and forth. Ohhhhhhhhhhh GOD! I moan and bite my lip, and I hear Wendy, behind me, suck in her breath at the sight. Fuck it's big, eight inches, geez, even more! I never had a cock like that in my life, only even saw one in a porn movie!

And he grasps it very slowly and slumps down on the couch as he begins to stroke himself, with long, slow strokes, his eyes locked right on mine! Wendy gives my boobs a hard squeeze, and I turn my head to her, and our lips meet and grind, both of us whimpering now. God! She pinches my nipples, then begins to pull and twist them! I can feel that right in my cunt, and I begin to rub myself again, sliding a finger inside and getting it slippery wet, then rubbing my swollen clit, and I can't stop moaning and whining.

I know if we keep this up I can cum before long, just like this, but Wendy whispers with a little giggle, "I think we're going to need more room, how about the bed?

She doesn't have to ask Josh twice, and he exclaims with a smile, "Oh fuck yes!"

But she whispers in my ear, "Ok baby?" I can only nod my head as I moan and press against her but it's enough. She slides off the couch and takes my hand and leads me to the bedroom, followed by Josh, still holding his cock.

When we get there I push down my shorts and kick them off, and when I stand again Wendy wraps her arms around me and our lips lock, and I feel her tongue push into my mouth. In moments our bodies are grinding together, her hard little tits grinding against my large heavy ones, and when our hips start to roll we grind pussies through our soaking wet panties. It's my turn to play with her and I slide a hand between us, finding one of her hard little buds and squeezing it. She moans into my mouth and one of her hands slides down to my ass, pulling me against her as she rubs and rolls and kneads.

Josh is sitting on the bed, watching and listening and stroking, and finally he whispers, "Damn, you really do like girls, don't you Wendy!"

She pulls her mouth from mine and in a voice that's almost crying says, "I told you, didn't I! But I think she likes it too!" At that I pinch her little nipple hard and then twist and pull it, returning the favor, and she squeals, then says, "Oh god I KNOW she does!" And we begin grinding our bodies together again, even harder.

Well it's out in the open now, I understand what this is about, and she has for damn sure found me out too! But Josh can't take it anymore, and he stands and moves behind me, pressing his body against mine. And as he bends his head and kisses my neck I can feel his hands slide slowly over my breasts! OH SHITTTT! I squeal and moan into Wendy's mouth as his fingers rub back and forth over my rocky hard nipples! And then, I feel her hand slide between us and she starts rubbing my pussy over my wet panties! My legs are shaking so hard I can barely stand up, but they have me sandwiched anyhow.

Now I know it! They do want to make me crazy! Josh's hard cock is rubbing back and forth against my ass and his fingers are destroying my nipples, and Wendy pushes my panties aside and, oh godddddddddd, slides a finger inside me! I pull my mouth away from hers and begin going, "Oh, oh, oh, oh!" in little high pitched squeaks, and all three of us are rolling our hips, pumping against each other.

I am going to fall down if they don't stop, and finally manage to squeeze out a hoarse, "pleassssssssssssssse!"

Wendy leans forward and gives me a gentle kiss, then turns me so I can sit on the bed. I collapse onto it, leaving Wendy and Josh standing there. But that doesn't last long as Wendy drops to her knees and, smiling up at him, wraps a hand around his cock. He sucks in his breath as she kisses the swollen tip, then lightly licks it. And when it's wet enough she slides it into her mouth until her lips can slip over the groove in back of the head. And he moans and shudders as she sucks and tongue-lashes him.

His cock is so big it's a tight fit, and when she starts to bob, taking him deeper, it doesn't go very far. But he rolls his hips in time with her strokes and little by little she swallows more of him. Oh god! I can't help but watch, and it looks so good I moan with pleasure at the sight. Wendy hears me and slides him out for a moment while she turns to me and says, "Come on baby, help me!"

I don't have to be asked twice, and slide from the bed to my knees beside her, and replace her hand with mine, holding his cock as she sucks him in again. She reaches up and fondles his balls, making him gasp and moan even louder as she bobs back and forth. And I moan again and lean forward, moving my hand as I begin to kiss and lick his shaft. Josh is staring down at us and he gasps, "Oh fuck!" at the sight of the two of us trying to devour his steel-hard rod.

Wendy's drooling, and strings of spit and foam are running down his shaft, and each time she sucks him in it makes a wet, juicy sound. I take my lips away for a moment and grab him again pumping my hand hard and fast up and down his shaft using the spit as lube. Oh god, I love the way he moans so nice!

And when I stop Wendy slides him out and looks at me with a big smile, and I know it's my turn! I'm shaking I want it so bad, and pull his dick to my lips and waste no time sucking him in. Oh fuck! I love to suck cock! He's so big it feels like my mouth is full with just the tip. But I'm determined I'll be able to do at least as well as Wendy and pump my head back and forth hard and fast.

Now I know why she was drooling! My mouth is full and it's running out the corners of my mouth, but I'm getting him sloppy wet! And before long I'm able to wolf down at least six inches of him with every stroke! But when he hits the back of my mouth I choke and gag, and I have to stop for a second, trying hard not to make it look bad. I don't know if I can swallow this thing, there's still inches to go, but I've been able to deep throat every guy I've been with before, and I'm going to try!

But Wendy nudges me again and reluctantly I pass him off to her, and as she sucks him in again I begin to fondle his balls. He's shuddering now, gasping with every touch and stroke, but I'm hoping he's tough enough to hang on for a while. He reaches down and puts his hands on Wendy's head, trying to push in deeper, but she seems to get just so far and stops dead. And I know I already did better than that! She's really going though, her lips flying up and down his big rod, and finally he just lets her do her thing on him.

When she finally pulls away again Josh groans, "Ahhhh SHIT!" and flops down face-up on the bed. But I'm determined this isn't over yet, and climb on the bed and turn around on my knees to face his cock. And I quickly grab him with a hand around the base of his shaft and bend down and suck him in! For me this is a better angle, and I immediately begin ramming my mouth over him until he hits the back of my throat, making him gasp and moan again.

I'm kneeling right next to him and suddenly I gasp, lifting my head, as he runs a hand over my ass! But with a moan I ram my lips over him again, taking the delicious feel of his fingers as an incentive! I try pushing further, but it seems like he's just to big to go, so I continue taking as much as I can, and now that I'm leaning over him streams of my drool are just running down his cock and over his balls.

He has his legs spread wide and Wendy is still kneeling on the floor, and she reaches up and grabs his balls, then leans in till she can lick them. Now Josh is swearing and moaning, his breath coming in huge deep gasps, and he snarls out, between clenched teeth, "Oh fuck Sheila, deeper, take it all!"

Dammit I'm trying, but it's just too much. Until suddenly I feel Wendy's hand on the back of my head, and when I go down as far as I can she pushes, not letting me up. I groan and try to open my mouth wide, and little by little he slides in even more, and I can feel that big head sealing my throat! Josh begins pumping his hips, and bit by bit he's going down!

I'm gagging but I can't make a sound or get a breath and finally, with a little howl I lift my head, gasping for air and dripping streams of spit over his cock and balls. But now I think I can do it! And I slam my mouth down over him again, wiggling my head back and forth, and in a second I find the right angle and down he goes! Oh god, he's half way to my stomach! There's still a little left and I want it! But suddenly I don't have a choice as Wendy pushes again, even harder, and suddenly my nose is pushing against his balls!

I can't last long but I make the most of it, and grind my lips against him, swallowing reflexively over and over, my lips squeezing around him. He's moaning, bucking and swearing, almost out of control, and I think he might cum down my throat, but he manages to hang on and I finally pull up again.