Learning Curve

Richard took one look around the parking lot and shook his head. It wasn't a lack of spaces that perturbed him, he had already found a spot. Even as he hung his head and resigned himself to his fate, Richard knew that there was no one to blame but himself. After all, he hadn't quite flunked out of the university, but only because he willingly withdrew after his first year there. With the disastrous results he had attained, he couldn't even call it a full freshman year. Still, he had enough credits to have a bit of an edge here, and he vowed not to make the same mistakes twice. Raising his grade point average was the only way he'd get back to a university, and community college was the best way for Richard to do it. That didn't mean he had to like it.

As soon as he reminded himself of his long term goals, Richard finally stepped out of his car and gathered up his books. In a show of defiance, his notebooks were decorated with the crests of the school he had nearly failed out of, the one he wanted to go to, and the local college he was now stuck attending. At least his course load would be easy. Richard desperately needed credits he could transfer, and banging away at basic courses was the way to do it. Besides, most of them would be easy enough for him to ace, and that would offset his dismal academic performance to date. As long as he kept his ultimate goal in sight, Richard was able to walk to class with pride, and his determination showed. A lot of his fellow students were here only because it beat getting a real job, and they had no plans beyond the two year curriculum. After his first day of classes, anyone who met Richard would know he was not like that at all.

On that first fateful day, Richard found most of his course work to be easy, even simple when compared to the rigorous academics that had felled him. However, one of his professors ran his class quite efficiently, and this provided Richard with a challenge. It was a Western History course, the kind that ran only until the mid seventeenth century, but the caliber of students seemed to be higher here. They also enjoyed a lively discussion of daily current events and such, a discussion that Richard attempted to dominate. In most of his classes, he would have been successful, but not here. A bright young lady who possessed a very different viewpoint of the world rose to his challenge, and they frequently butted heads. Her name was Amy, and she was as gorgeous as she was smart. Their debates could take up nearly half the class time, and whenever Richard seemed to be gaining the upper hand, Amy's friend Mandy would give her a hand and chime in. At times Richard seemed exasperated by the endless debates he wound up in, but his professor saw them as quite helpful and encouraged them. Richard crossed the line in class only once, calling Amy a 'seditious bitch', but he quickly apologized. The fact that he did so publicly showed Amy that he was truly a gentleman. It also raised the esteem that his professor held him in. He even went so far as to plant the suggestion in Amy's ear that she seat herself next to Richard, and of course Mandy followed suit. Often they would sit on either side of him, which further heated their debates, but Richard didn't seem to mind. He was used to being under pressure, and besides, one could do a lot worse than sit between Amy and Mandy.

While Richard spent a lot of his time clashing with the two girls, he had to admit he wouldn't mind spending time out of class with them. It was a feeling that he suspected they reciprocated, but none of them felt like being open about it, at least not yet. Perhaps doing so would be a sign of weakness, and with the spirit they were exhibiting in the classroom none of them wanted to give the slightest bit of advantage. That was a shame, for the attraction certainly was there, especially between Amy and Richard. She would go out of her way to try and catch a glimpse of him between classes. That wasn't too hard, Richard stood out against the crowd, especially with his rugged good looks and strong demeanor. He too went about trying to get an eyeful of Amy's petite figure, especially her cute little buns. More than once Richard wondered how her red hair would look while her head was bobbing up and down in his lap. Mandy was rather easy on the eyes as well, Richard had the good fortune to run across her in the library, and they'd studied together a bit. During that time he exerted a good deal of effort trying to guess the voluptuous brunette's bra size as well. Try as they would to deny it, the feelings they had for each other smoldered beneath the surface for nearly half of the semester. Day by day though, the walls between them came down just a little, and while their debate sessions were as spirited as ever, a genuine friendship, one based on respect for each other, was forming as well.

The test of that friendship came several weeks into the semester. Their class was going on an excursion to an art museum which had a famous collection of period artifacts. It almost seemed incongruous, for often half the class would be spent on current events, but there was still Medieval and Renaissance work for them to cover, and this would enhance the experience. In these categories, Richard's previous education served him well, for he had taken some more specialized courses that covered this time period. Before they went on this trip, he had cleared it with the professor that he wouldn't necessarily have to stay with the group as they went on their tour. To be fair, the offer was extended to the entire class, and Richard was a bit surprised when Amy and Mandy volunteered to go with him. He turned the tables on them by asking if they'd be so kind as to drive him to the museum.

"What's wrong with your car?" quizzed Amy.

"It's not my car, it's my mother's," came the sheepish reply.

"Oh, mom's car," teased Amy. She was enjoying this. Mandy was beaming as well. "Nice, very nice."

"Yeah, well..." shrugged Richard. He was smiling now as well, and then Mandy chirped in.

"Don't worry, Richard," she began. "Amy's car is a piece of junk."

"Hey! Stop it!" snapped an indignant Amy. "I got it for my eighteenth birthday. Why don't you drive anywhere?" That question was rhetorical. "Oh, that's right," continued Amy. "You don't have a car either."

"I know, I know," laughed Mandy. "I didn't get a car when I turned eighteen, so now I have to be jealous of your piece of shit car."

With that exchange over, they piled into Amy's well worn Sentra. It was a tight squeeze, but the car held together. Mandy had called 'shotgun' on the way there, so Richard had to eat his knees as he wedged himself into the back. To compensate, he leaned forward between the two front seats. This had the unexpected advantage of allowing him to sneak a look here and there at the girls' exposed legs. Mandy was wearing shorts, but Amy was wearing a tight little denim skirt. Poor Richard couldn't decide which one to focus his attention on! With such a fine view in front of him, he maintained a pleasant conversation with the two of them. The longer they drove, the more flirtatious their conversation grew, giving Richard all the excuse he needed to keep leaning forward. This was a little out of the ordinary, but he couldn't get enough of those fine legs. Luckily for him, the girls didn't catch on to what he was doing, and they arrived at the museum soon enough. Once inside, they stayed with the main group for a while, until Richard decided it was time for him to strike out on his own. Amy immediately followed him, they'd been inseparable since the ride in. On the other hand, Mandy was torn between which group to go with. She decided to catch up with Richard and Amy, who were heading down a side passageway. If Mandy had stopped to look, she would have noticed the two of them were arm in arm. Amy stepped away when she heard Mandy's footsteps, and turned to meet her friend. Because she stepped out in front of him, Richard didn't notice the vicious glare Amy shot at Mandy as she made her approach.

For the rest of the afternoon, Mandy's presence kept Richard and Amy from getting too involved, but there was definitely something there. On several occasions, they suggested that Mandy might want to rejoin the main group if there was something else in the museum that she wanted to see, but the bubble headed brunette was clueless. Richard shrugged to Amy after their last attempt at getting rid of Mandy, and all the red head could do was shake her head. They were getting along great, better than either of them could have expected, if only they could be left alone! That wouldn't happen, of course, and eventually they rejoined their class before it was time to leave. Their professor asked if they'd had a good time, to which they were able to answer affirmatively, and then it was back to Amy's car. Mandy offered Richard the chance to sit up front, but he declined. There was plenty of room for him in the back seat, according to him, which was a comment that wasn't lost on Amy. As they drove back towards home, their friendly banter continued. By mutual consent, the three of them decided to detour to a local shopping mall for lunch, and just to hang out.

After they'd had their lunch, Mandy and Amy had a surprise to spring on Richard. They were wandering through the mall, periodically poking into one shop or another before Mandy tugged Amy towards a lingerie shop. Richard paused for a moment, then reluctantly followed them into the sweet smelling store. The two girls were teasing him about following them in, but to Richard it seemed to be a better option than just hanging around outside waiting. He knew that they were trying to see how embarrassed he'd become, and playing along forced their hand. Mandy didn't miss a step, picking out a selection of bras and panties before heading to the fitting room. Amy couldn't believe what Mandy was up to, but she played along as well. Richard was keeping in very close proximity to her as they waited for Mandy, but she knew just how to separate them.

"Amy, this one's great, you've got to try it," she called from inside her cubicle.

"You think so?" asked Amy. "Which rack was it on?"

Mandy gave her the directions, and left Richard to wait around by himself. She returned quickly, and handed off her purse to him before stepping into her own changing room. "Hold this, will you?" He didn't even have time for an answer before she disappeared, leaving him holding a purse in the middle of the store. The two girls were giggling at his obvious discomfort, and Richard's mind raced as he tried to figure out how to salvage the situation.

"You know, you two," he said into the crack of one of the doors. "I'd be more than happy to give my opinion on what you're trying on."

"I bet you would," came Amy's response. With that, she dropped her skirt and panties onto the floor, where Richard would be sure to see them.

"Hey, come on, no fair. Maybe I should check on you now."

"I don't think so," laughed Amy. "It's fun to keep you guessing. In fact, why don't you slide my purse under the door and beat it. I'm coming out, and you don't need to see what I'm buying. We'll meet you at the food court."

"Oh, Richard..." chimed in Mandy. He turned to her door, just as she opened it, then slammed it shut after an instant. In that moment, Richard knew that he'd seen her standing there in just a bra and panties. Too bad it hadn't lasted long enough for him to get a good look. "There, better?"

"A little," he muttered. To the sound of the two teases giggling at him, Richard did as he was asked and made his way out of the store. They had sure gotten him. It would have really been nice to know what new pieces Amy had picked for herself, even more so if she was modeling them.

True to their word, the two girls caught up with him quickly, and the three headed back out to Amy's car. To ensure the secrecy of what they'd bought, Amy and Mandy locked their pink striped shopping bags in the trunk of the car. By mutual consent, the made their way to Amy's house, figuring to spend the rest of the day together. That didn't stop the girls from teasing Richard even more, hinting at what they'd gotten but denying him the opportunity to see it. This continued even after they were at Amy's, and the girls' vague descriptions of what they'd purchased grew more and more lurid. Richard's frustration was growing, until he finally blurted out that Mandy had shown him what she had hidden under her clothes, why wouldn't Amy. He then went on to tease her back, wondering aloud if Mandy's body put hers to shame. Such a statement was about as far from the truth as possible. While Mandy was quite attractive in her own right, Amy's delicate figure had always drawn attentive stares and she knew it. Richard's goading got Amy so riled up that she stood from where she had been sitting, and with very deliberate motions pulled up her thin top. The look on her face was a direct answer to the challenge that Mandy inadvertently started. Much to Richard's delight, Mandy mimicked Amy's movements as she seductively tugged her shirt out of the way as well.

Back in the lingerie store, Richard had gotten a momentary glance at the frilly pink bra and panty set Mandy had been wearing. It was in sharp contrast to the rich purple satin of Amy's newly purchased set, and his eyes were drawn to her. The dark material stood out in against her pale skin. Two beautiful breasts lay hidden beneath the slightly padded cups of her bra, and Richard ached to see them as well. Mandy's lace bra was more form fitting, and her nipples were clearly visible under the sheer material. Whereas Amy's breasts were high and perky, Mandy's were full and gorgeous as they strained against the lace of her bra. Both girls were smiling broadly at Richard, and they commanded his full attention as the rest of their clothes were slowly discarded. Mandy's shorts went first, the form fitting material giving way to a full pink bikini bottom that matched her lacy bra. Amy followed suit, unzipping and dropping her tight denim skirt to reveal a dark purple thong. Her friend Mandy had a decidedly curvier figure, but Amy knew instinctively that Richard had long been attracted to her tight little bottom. She took a few steps in his direction, eyes locked on his as she asked, "So, what do you have to show us?" Richard never opened his mouth to answer as the sexy Amy reached for his shorts and gave them a sharp tug.

She had grabbed his boxers by the waistline at the same time, so that tug unleashed his already erect cock. In the same motion, Amy bobbed her head down on him, taking that glorious shaft deep into her mouth as she fell to her knees. A hand on Richard's chest leaned him back as she started to suck him. Amy's cheeks bulged out as Richard's head filled her mouth, then in a practiced stroke she went down on him all the way, sucking his cock deep into her throat. Mandy came up beside her, taking up a place between Richard's knees as well. Amy gave her a sidelong glance as that pink bra slipped off and Mandy nudged her way downward. Her mouth opened to take in Richard's cock as Amy relinquished her place on him. She looked on as her friend sucked on Richard. Mandy sucked that shaft long and hard while squeezing her own tits together. Then they switched places, each of them giving Richard a few sucks before letting the other have a turn. He was enjoying all of this, feeling first one, then the other girl's hot mouth going down on him. It was obvious to him that they had experience sharing a cock like this, but that didn't bother him one bit. They were taking longer on him each time, sucking more and more before letting go of his cock and giving the other a turn. Mandy and Amy were stroking his shaft with their hands now as well. Richard felt them pumping his cock over and over, their soft hands sliding over his shaft while they sucked him. When Amy eased Mandy out of the way again, the busty brunette reached over and unsnapped her friend's purple bra. Richard eased Amy up towards himself as soon as he saw this, giving Mandy uncontested access to his cock.

Mandy took full advantage of this, sucking and stroking Richard's cock faster and faster. Her saliva dripped down over him as she bobbed up and down on his hard dick. She enjoyed giving him this blow job as much as he enjoyed getting it, and a quick glance up told her why. Amy had let her bra fall away, exposing her pretty tits right in Richard's face. He lost no time in drawing the petite red head to him, and she moaned the instant his tongue graced her breasts. His mouth enveloped on side completely, and he squeezed the other side hard as Amy thrust it into his face. She was vaguely aware that Mandy was sucking for all she was worth, but the feeling of Richard's mouth on her was too overwhelming. Amy moaned louder as he sucked harder, spurred on by the feeling of her tits in his face while Mandy sucked him. She tried to draw away, just to get another taste of his cock, but Richard had lusted after her tits too long to let her go. His arms wrapped around her waist, and his hands clamped down on Amy's fine ass. Richard's fingers slipped under the strap of Amy's thong as his hands roamed over the gorgeous cheeks, squeezing them tightly in the process. Her cute butt had always stuck out a little, often causing heads to turn as she walked, and Richard's had been among them. His squeezes grew harder as Mandy sucked him harder and her strokes grew faster.

Drops of Richard's pre-cum had already spilled out onto her tongue, making Mandy suck deeper and deeper. She was going down on him fully, easing the head of his cock all the way into her throat. Mandy could feel her own pussy moistening as she sucked harder and harder, then stopped altogether. She kept Richard's cock poised on the tip of her tongue as she concentrated on stroking him with her hand. Faster and faster she pumped, pausing only to purse her lips around the swollen head of his shaft and let her tongue tease the tip. Richard was fully involved in sucking Amy's tits when he gasped suddenly. Mandy kept stroking him as he came, shooting gobs of his cum into her open mouth. His semen coated her tongue and lips as he groaned out loud with each spurt, filling Mandy's mouth with his hot cum. Amy broke away from his grasp as soon as he came, darting her head back down to catch her share of Richard's cum. Mandy got the most of it though, saving only a splattering for Amy's pretty face. She compensated by going down on him before Mandy could, tasting his cum in her mouth as she went down on Richard's softening cock before turning to her friend. Mandy's smile was decorated with his cum, and even while Amy mockingly accused her of hogging his cock to herself, the two girls let their mouths meet in a passionate, cum swapping kiss.

Amy got the most out of it, sucking as much of Richard's cum off of Mandy's tongue before planting several wet kisses on her friend's face. Each time, Amy let her tongue dart out to clean more and more of it off Mandy's face while Richard watched incredulously. He had enjoyed having the two of them sucking him so hard, but watching them progressing on each other was simply amazing! Amy found a last glob of his cum on Mandy's face, and licked it off before kissing Mandy again. They swapped the cum gob between them for several kisses, before Mandy sucked it off Amy's tongue and swallowed it down. At the same time, her hands were reaching between Amy's legs for the damp crotch of her thong, a move that made Amy moan with delight. She was already so turned on after having her tits sucked, and she readily submitted to Mandy's desires. In no time at all Amy was flat on her back, with Mandy and Richard each taking a breast to suck on. Their free hands roamed over her body, concentrating on rubbing Amy's cunt through her thong. Her hips wriggled as she felt their hands, already her friends were exploring beneath the purple satin. Amy arched her back, allowing Mandy to tug the soaked thong out of they way, and she paused to take her own panties off as well. Richard tugged Amy's thighs apart effortlessly, then slipped his fingers inside her already wet pussy. Mandy joined him in finger fucking her while still sucking on her tits. She was rubbing her own thighs together, spurred on by her friend's quickening breath and rapidly growing moans. Amy's pussy tightened around Mandy and Richard's fingers as she squealed out loud, arching her back again and driving her cunt down onto their hands. Her clit was a swollen little nub, and it needed only a glance from Mandy before she knew exactly what to do.