My Best Friend Blaine

"Blaine!" I gasped, when she wriggled them slightly.

"You are, you naughty little thing..." she sucked her fingers with a naughty little smirk. I started to turn away a little, embarrassed, but Blaine put an end to that when she pulled me on top of her without warning.

I didn't know what to do, but Blaine kept smiling.

"Lick my pussy," she commanded. My heart sped up a little, but I didn't resist. There was no point. Blaine could talk me into anything. As she watched, I planted kisses down her tummy until my mouth met the soft, red hairs at her entrance. I licked them teasingly, matting the hair, but Blaine didn't seem up to it. She pushed my head down with one hand and spread her legs.

I was overcome with her smell and taste all at once. She was musky, like Daniel, but there was a much sweeter undertone. With one thumb, I rubbed lightly on her clit while my tongue slid in and out of her pussy. It was cute to see the way Blaine writhed under my touch, and hear the soft sound of her moans. That alone kept me going, plunging deeper, stroking longer. Though filled with nervous tension, I fucked her with my tongue the best I could, each time pulling back with a bit of her sweetness. The whole situation was unreal, and I didn't want it to end.

I leaned on my arms with my ass in the air and held her hips down to keep her from bucking. I was sure I had her in control, until I felt my underwear being pushed aside again. I was indeed taken by surprise, and gasped at once when I felt two fingers slide inside me from behind. However, they weren't as smooth and gentle as before. In fact, they felt thicker, and moved inside me quickly.

"Not so hard, Blaine..." I squirmed, but Blaine didn't say anything.

It was at that moment, I realized that both of her hands were at her breasts, squeezing as I licked her. I stopped immediately and looked over my shoulder.

It was Mark, from before.

He was standing over me in nothing but his boxers, one hand on my ass to keep me in place. I tried to pull away, but he held me still.

"Just keep licking her pussy," he breathed on my neck. "You were doing such a good job before."

I was hesitant, but Blaine pulled me forward for a kiss that gave me reassurance. Her tongue slid into my mouth and I imagined she could taste herself clearly.

"He's right," she pulled down the straps on the teddy and shimmied it down to expose my breasts. "I haven't cum yet, baby."

I nodded obediently, but proceeded with caution. Instead of the furious tongue fuck I had given her earlier, I opened my mouth over her pussy, clit and all, and then sucked hard. Blaine squealed loudly and groped one of my breasts. It was hard to absorb the feeling when behind me; her boyfriend was working his fingers in and out of my pussy, now at a painfully slow pace. Even with just two fingers, I could feel him stretching me. It felt so good, it almost hurt.

"You've got a tight cunt, sweetheart." Mark squeezed my free breast and leaned forward. He was pressed so close that even through his boxers; I could feel his cock jutting into my thigh. It had to be at least seven or eight inches of hard, hot length. I knew should have been repulsed by the situation, but strangely wasn't. Mark wasn't being incredibly aggressive or perverse, and the closeness of them both made me feel warm.

It also reminded me that he had been the one to fuck Blaine only moments before. The pussy I was licking was the pussy that had squeezed tight around his cock, and pulled in all his cum. I probed in a little further with my tongue, secretly hoping to taste a little of it.

"I told you," Blaine's voice was breathy, but full of humor. "She's only had sex twice."

The two spoke over my head as though I wasn't there, and quickly it became obvious that I had been set up. Blaine wanting to introduce her guy friend to me, the stares, the age questions, the coming home early... This is what they were after all along. Again, I wanted to be angry, but I just couldn't find it in me. Maybe hours later when I drank it all in, but not then.

"She looks like she's pretty good at sucking cock too," Mark and Blaine both shared a little chuckle, but it didn't last long.

Blaine came without warning, and I made sure not to move my mouth until I had lapped up all over her juices. It was sticky on my lips and tongue, but I didn't care. I was experiencing something groundbreaking, something I might never get again in my lifetime.

"Good girl," Mark pulled my head up and pushed me towards Blaine. "Now kiss her."

I didn't hesitate, and neither did she. Mark slipped his fingers out of my pussy and walked around to the side of the bed so he could watch. Blaine and I kissed and groped hungrily. By the time we had parted for breath, Blaine had ripped and shoved off the teddy top of my lingerie. She left on the g-string, and rubbed me through them with her wandering hands.

I could feel Mark's eyes on us, but instead of bothering me, his gaze only made me hotter. I snuck glances at him as Blaine and I kissed and saw that he was slowly jerking his stiff cock. I couldn't see much through the dark fabric of his boxers, but judging by the shapely outline in them, he was impressive, to say the least. Every few moments, he let the thick head peek out of the waistband, and my pussy throbbed in longing. His ogling made me feel almost like a performer— grinding, moaning, and moving for the sake of my onlookers. It got me going, and all I wanted was for him to drop his boxers and give me what I was aching for.

Blaine wriggled her body against mine until our breasts were smashed together, much like in the bath we had shared earlier, but the mood was entirely different. From the wicked look in her eyes, and the way her kisses were trailing lower, I knew that she was prepared to go down on me in return, but Mark pulled us away from each other, abruptly.

"I thought you wanted to watch us," Blaine ran her hands over his chest, playfully. Mark indulged her for a moment with a brief kiss, but then turned to me.

"I do," he tried to coax me into a kiss as well, but I turned my head. I had to admit, I did feel a little awkward about kissing Blaine's guy, especially when he was so much older.

"Go on, It's all right," she seemed read my mind. "He likes you. Besides, we're sharing here."

"Sharing?" I looked into Mark's eyes, and they were smoldering with desire. I let him push me backward onto the bedspread and then press his lips onto mine. His tongue swept my mouth in a way similar to Blaine's, and I wondered for a moment who had learned it from whom. It felt good though, anyway, to have him turn his full attention to me. His kisses weren't nearly as fervent and bruising as Blaine's but just as enticing. When he finally pulled away, I let out a pleading moan.

"Come on, sit up." he smiled and gestured to Blaine, who had been watching and fingering herself.

When she pulled her slick fingers away, I came to her side and sucked them clean. The sinful actions were becoming second nature to me. Mark stroked my hair lovingly.

"You are a delight, you naughty little girl, you." he kissed my neck and then pushed Blaine's legs apart with his hands. She turned over on her stomach, and I sat back, watching in earnest.

Mark instructed me to remove his boxers and obeyed, giving him a little rub and tickle along the way. He slid the full length of his cock inside Blaine in one quick stroke. I was amazed at how well she could take it, but once again, it was one more thing she could do better than me.

Judging by the way Mark smiled; the surprise on my face was obvious.

"Don't worry," he pushed inside Blaine again. "I'll be easier on you."

I just blushed and continued to watch them fuck. Blaine was fully at his mercy, and from the loud smacking noises and the way her breasts swung as they moved, told me they both liked it quite rough. That and the dirty talk they engaged in continued to turn me on. She begged him to fuck her cunt, he called her a whore, and all I wanted was to join in somehow.

I became entranced with Blaine's swinging breasts, and couldn't help but touch. Mark smirked at me again when he heard Blaine's enthusiastic moan.

"Go ahead, suck them. I give you permission," he told me.

Part of me felt a bit embarrassed that I had really been waiting for his say so, but another part, a stronger part, liked that he was so controlling. So on his insistence, I slid underneath Blaine and took a pert nipple into my mouth. Her moans became even louder, and with that, Mark quickened his pace. From my position below her, I could see his cock clearly working in and out of her. There was something so incredibly carnal about it that I couldn't help but want to be a part.

"That's it, baby." Blaine squeezed her eyes shut. "Just like that – don't stop!"

As I licked and bit playfully on Blaine's tits, I used one hand to rub her clit. She felt so hot, and so did he. Every time he pulled out and pounded back in, I could feel his balls smack her cunt, and my fingertips simultaneously. Just hearing how close Blaine was to orgasm made me crave it myself. Between the three of us, I had received the least action.

I started to kiss Blaine again, but she was too on edge to put any heart in it. Just as I began to work at her nipples again, Mark dragged me up with one hand. He pulled me so my side was squashed against his, and commanded me to watch. Blaine's pale cheeks were flushing red, and her whole body was sheened with sweat.

"Fuck! Fuck it harder! God..." she pressed her face into the pillows and I heard her scream.

When Blaine finally came, I was able to see it from Mark's level. Her pussy sucked him in greedily, and spasmed as she twitched. I felt his entire body shiver as he groaned. He hadn't cum yet, but still he slid his cock out so I could see. It was slick and covered with her juices. Blaine whimpered and relaxed onto her stomach.

"Do want me to lick her again?" I looked up at Mark expectantly.

"No," he held me tightly by the wrist, and then pointed his cock at my mouth. "Lick me instead."

Mark helped me to my knees and timidly, I obliged. I worked first at licking Blaine's juices off while she and Mark watched me, and then pulled back. Gently, he eased my head down again, and his cock brushed my cheek, leaving a wet smear.

"Go ahead," he urged.

I licked my lips and slid as much of him as I could manage into my mouth. He gasped quietly, and I waited a moment before running my tongue along his length. His foreskin slid back and I held it there with my free hand, all the while licking him. I felt his hands slide into my hair, and then another moan, soft again, but very telling. I could only imagine how hard he was trying not to cum. Very slowly; Mark began to move in and out of my mouth.

"That's it," he pulled firmly on my hair. "Such a good little slut..."

I swallowed repeatedly as Mark began to thrust; struggling for air, but it was obvious he got off on it. And when he pulled his cock out again, slick with my saliva and his pre-cum, I did too. Eagerly, I took in again and sucked harder. I tried my best to keep a tight seal around Mark's cock, but it was difficult to focus when Blaine was near me. She dropped to her knees beside me and ran a hand down my back, between my shoulder blades, and then down to my ass.

The fingers of one hand pressed daringly at the puckered bud, while the others teasingly grazed my clit. I was still wearing the g-string from before, but Blaine made no move to take it off.

I continued to suck him for a few more minutes as Blaine teased me, but Mark pulled away before I could get him to cum.

"Very nice..." he breathed heavily, and I could tell it was an understatement. "But I still want some of that ass. Turn over."

Once again, I obeyed. But before he touched me again, Blaine turned her attention to him. She began to suck his cock as well, and it seemed he couldn't bring himself to resist. She moved much faster than I had, and used her hand to jerk as she licked. It was amazing to watch her; she was so skilled it killed me. Even the way she dribbled her own saliva onto his cock as lubricant made me hot. I leaned back against the wall behind the bed head and let my own fingers graze my pussy. As soon as Mark caught sight of what I was doing, he pulled Blaine away.

"Hey," he took my face in one large hand. "You don't cum unless I make you. Understand?"

His tone was stern, but I didn't feel scared.

"Y-yes. Okay," I said simply.

"I told you she was a good girl," Blaine snaked her arms around his neck and gave me a sultry wink. At that moment, I realized I'd never be able to look at her the same way again.

"Do you have anything?" I heard Mark murmur to Blaine suddenly, and with a sigh, she went rummaging through her bedside tables.

I looked up to try and see what she was doing, but Mark pinned me back down. Under his guidance, I took a submissive position on my hands and knees, as Blaine had before. With one hand, he gave me a spank and raised my ass in the air. All of a sudden I felt Blaine's familiar fingers part the lips of my pussy and slide the g-string away. Her tongue, I assumed, was warm on my clit, and made no hasty moves. In that position, I was exposed to them both, and thanks to Blaine, completely wide open for Mark to see. As her mouth worked over my swollen clit, Mark dipped a finger into my dripping cunt.

"Oh fuck..." I moaned loudly at the feeling and tried to clench my muscles around it, but with Blaine holding me open, it was difficult. As Mark worked his finger in and out, I noticed it had a much slicker, cooler feel. The same feeling emerged again when he pressed for entrance at my asshole. My first instinct was to resist, but with the ease of that lubricant, his finger slipped in part way before I could clench down around it. He moved it gently in time with the one in my pussy, and I fought to muffle my whimpers in the pillows.

"Please..." I begged, but wasn't quite sure of what I was begging for.

"Now now..." Mark chided, playfully. "Be good." Shortly after, a second finger moved into my pussy. The stretching feeling wasn't quite so bad anymore, and the warmth of Blaine's tongue moved to my spread asshole. She spread my cheeks and tongued it lovingly. As she did so, I could feel her saliva sliding down the crack of my ass and into my pussy.

"Please...I want your cock..." I said it softly, but it was enough too make them both stop. Blaine giggled behind me and spanked my ass hard.

"What did you say?" Mark pressed a kiss between my shoulder blades.

"Fuck me," I clenched the bed sheets in my palms. "P-please fuck me."

"What do you think, Mark? She's been so good...she deserves it, doesn't she?"

I wriggled desperately, and I could practically feel Mark grinning down at me.

"She does," he offered his slick fingers to me, and I sucked them dutifully.

I expected him to slide in from behind, the way he did for Blaine, so I was surprised when instead, he pulled me to my knees again. I stared dumbly as he lay back on the sheets, and then looked to Blaine. She too looked a little bewildered.

"Come here sweetheart," he smoothed his hair back with one hand and pulled me onto his chest.

"You're going to let her ride?" Blaine's eyes lit up. Looking down at Mark, I felt horribly embarrassed. The position was so...exposing, and I certainly didn't have a figure like Blaine's to make it look sexy.

I started to tell them I couldn't, but then I realized how much control he had just given me. I imagined that for a man like him, it was not an easy thing. I looked down at Mark again and pushed his sweaty bangs out of his eyes. They were still full of lust. Although still a little hesitant, I took his cock in my palm and rubbed it at my entrance. It was swollen and engorged with blood, and I knew he had to be dying to cum. As I used the blushing head to rub against my clit. I heard Mark gasp and his hand squeezed my forearm urgently.

"Don't," he warned. Although he was beneath me, he was insistent on keeping a semblance of control.

At last, I obliged him, and raised my hips. Mark and Blaine watched eagerly as I slowly let him sink into me, inch by lovely inch. I leaned forward and began to rock, but he stopped me again.

"Wait..." he breathed out shakily, and I felt his cock twitch within me. We both took a moment to adjust, and I let my hands wander he expanse of his chest before rising up again.

"I love the way you squeeze me," he rasped. I closed my eyes as his hands wandered up my body to cup my breasts.

Beside us, Blaine kissed and petted his hair.

There was silence amongst the three of us again, and then I slowly began to ride his thick cock. I moved slowly, deliberately on top of him, while trying to fit as much as I could in my pussy. I could hear the wet sounds of us meeting and parting, and it was intoxicating. I could even feel Blaine's soft hands stroking my ass and massaging Mark's balls. Along with her fingers, Mark's joined in to help me along. He parted the lips of my pussy and pinched my clit. It was all completely overwhelming, but in a very good way.

I started to ride him harder, and the bed rocked a little with the motion. I hadn't felt so good, so free, so filled in a long time.

"That's it," Mark grabbed my hips, hard, his fingertips digging and squeezing me. "Good girl... You love it don't you?"

I could barely manage a squeak.

"Tell me," he demanded, rocking me harder against him. "Tell me how much you love this fucking cock."

"I...I..." I couldn't even answer. So many different feelings and emotions were stirring within me; all I was focused on was trying to reach my climax. And when I did, it was phenomenal – as if a thousand firecrackers were going off somewhere deep inside.

"God!" I dug my nails into Mark's forearms to steady myself through the explosion, but he wasn't anywhere near satisfied.

As my muscles clenched and spasmed around Mark's cock, he flipped me onto my back. With finesse I wasn't aware anyone could posses, lifted my legs over my head and hammered into my throbbing cunt.

If it had been anyone else, I would have been too sensitive to continue, but I readily allowed Mark to bring me into another orgasm with his thrusts. He was so deep inside me, and I'd never felt anything like it. His balls spanked my ass, his hands pinned me down, and his cock...his cock hit me perfectly, over and over...and over.

No longer could I form words. I squeezed my eyes shut and groaned, long and hard. As if it was some sort of signal, I felt Mark's body stiffen up and his cheeks flush red.

"Fuck! Oh, Christ...I'm c..." he gasped and moaned.

Assuming he would cum inside me, I tried to lock my legs around his waist, but Mark pushed them back up, swiftly. Without warning, he pulled away from my warmth and hoisted himself over my body. His hand worked his cock quickly, and I lay back to take everything he had to offer.

"Yes...yes baby, give it to me. Give me all that fucking cum," I chanted, caught up in the thrill of the moment.

Still panting and exhausted, I closed my eyes and rubbed my hands up and down his thighs as Mark shot his load onto my stomach, bright white against dark skin. The first creamy ropes splattered on my face, but the rest pooled on my tummy. Taking over, I stroked Mark until I milked out every last drop, and Blaine sucked off the rest with a smile.

"I want to see you again," he bent over and whispered in my ear. I started to look to Blaine for approval, but he kissed me briskly to stop it.

There had been a bit of cum on my lips, but he didn't seem bothered by his own taste.

"Just you," he kept his voice low. I nodded slowly and Mark got off the bed. He watched for a while as Blaine and I kissed and licked the cum away, but then shuffled back into his clothes.