Sharing Lily with Louis

I had been dating my girlfriend for almost 3 years when we came to a turning point: our first threesome. My girlfriend's about 5'5" and had a beautiful body. Nice big, perky tits and the most amazingly sexy smile.

She took me by the hand and pulled me through the door into the bedroom. Behind us, Louis came in and shut the door, making sure to lock it. He turned and looked at us, smiling and licking his teeth, as was his habit. I smiled back and Lily giggled. She stepped up on her toes and kissed me deeply, weaving her tongue with expert moves around mine and between my lips. Louis moved to the big king-sized bed and started pulling the covers loose, before sitting down on the edge of it to watch us. I was a little nervous, but Lily kept me focused, and I started caressing her, grabbing her ass and grinding her against my crotch as she started moaning and continued sucking and biting my lips. I moved my hands up under her top and removed it, revealing her bra and, more importantly, her beautiful tits. Though they were still covered, Louis let out a small "wow" at the sight. I smiled at that, and turned her around so her ass was against my crotch, and her front was facing Louis on the bed, now visibly turned on. I continued to caress her and started massaging her tits, and tracing my hand down her stomach to slide a couple of fingers down her pants. Lily closed her eyes, and moaned, moving her hand up to grab me by the scruff of my neck as she continued to grind her ass against me. My hand moved further down and reached her pussy which I cupped and started rubbing gently, to the visible enjoyment of both Louis and Lily. She bit her lip and moaned loudly, and started pushing her tits together and playing with them. At length she opened her eyes and looked straight at Louis,

"It's allowed to masturbate, you know," she said, with a wicked smile, "I'll be seeing your cock soon anyway."

Louis chuckled nervously and started running his hand over his crotch. With this, she suddenly detached herself from me and kissed me again, before telling me to join Louis on the bed.

"Take off your pants boys, if you want a show."

We complied, removing our jeans and socks, before sitting back down to look at a very pleased Lily. She winked at me, and started dancing slowly, moving her body like only a girl can, and slowly teasing her jeans off to match us.

"Now remember, a couple of rules," she said, still stripping as we stared at her beautiful body, "you boys are here for me, so you have to respect my desires," we nodded, "when I say stop, you stop, when I say go," as she spoke she slid her jeans down and turned around so we could see her big, round ass slowly appearing, and stuck it out, bending over for our viewing pleasure, "you go."

She slid them all the way off and stood up again, facing us in nothing but her underwear.

"Secondly, always wear a condom, otherwise you're not allowed. We don't want to risk you cumming in me."

At this Louis looked a little disheartened, but I had no pity for him; I had never cum inside her, and if I had to wear one every time Lily and I had sex, so would he.

"Well guys, if you're hard don't be shy, I want to see what you're packing," she said, with another one of her trademark mischievous smiles, before approaching us slowly and tracing a finger up and down her stomach. Louis and I shared a glance and I started by taking off my shirt, which Louis followed up and then we stopped again.

"Wow, Louis, you've got quite the bod'," Lily said, to which I felt a twinge of jealousy for her attention to him, "but come on guys, I wanna see you!"

"Well, let's see you first," said Louis, and again my jealousy twitched at the way he was talking to her and making demands. Lily however, didn't mind at all, but sighed a little theatrically to give a show of resistance, before getting down on her hands and knees and crawling the remaining distance between us and her. When she got to us she laid a hand on Louis' thigh, and kept it there for a little, squeezing him ever so slightly. His cock jumped and Lily winked at him, before sitting back on her haunches and letting us take in the view of her amazing chest and body. From habit, I reached down and grabbed my now rock-hard dick, and massaged it tentatively through my boxers. Louis, still amazed, followed suit, but actually pulled his cock out and started rubbing it. To my embarrassment (and slight surprise) his dick fully erect was a sizable amount bigger than mine: thicker, and at least a full two inches longer. Lily was caressing herself as we stared but when Louis revealed his dick I saw her eyes hungrily taking it in, and she chose that moment to start biting her lower lip and to moan, and, as she pulled her bra down and played with her hard nipples, her eyes locked on his dick.

Again I felt slighted at her seemingly have forgotten about me, who was supposed to be her boyfriend, at the sight of Louis' big dick. Lily moaned in anticipation and reached round to unhook her bra and smiled again with knowing wickedness as he continued to stroke it, the precum already making it glisten. Her eyes seemed fixed on him and him alone, and my stomach did a summersault as she released her boobs and crept closer again to us, except that she moved from between us to sit in front of Louis, and kissed him on the knees, before moving to his inner thighs. He looked at me in amazement and smiled, stifling a groan as Lily moved closer and closer to his cock. I gazed darkly as she righted herself and looked up at Louis, before leaning in and kissing him on the lips, her hanging tits brushing his cock head as her hand moved towards it, his dick now standing straight and almost covered in precum. She thumbed his cock head as they hungrily made out, their tongues visibly intertwined, and then she released him, lowered her head, and kissed his dick as her hands and tits rested on his thighs. She took him in, slowly, just about two inches down, at which he moaned and grabbed a handful of her hair. By the look on Louis' face, Lily was swirling her tongue around before she let go again with a contented smile on her face. Louis almost passed out from the intensity and he just sat there quietly as Lily sat back again, playing with her nipples for him.

By now I was almost seething with embarrassment and jealousy, and I was about to speak when Lily said, "Louis, you stud, I never knew what an amazing dick you had," licking her lips.

He smiled and produced a nervous laugh, "well then why'd you stop?" He let the words hang. She winked and smiled, "I think Sam is getting a little jealous." I was unsure how to react so I just smiled, my spirit somewhat deflated. As strange as it was to admit it though, seeing Lily servicing another guy was somehow incredibly sexy, and, despite my jealousy, I was quite turned on. She smiled sweetly as she shuffled over to me and started pulling off my boxers. I complied and soon I sat there completely naked, more than either of them. Somehow this made me feel like they still had that as a connection, despite the fact that she was now stroking my dick, as I sat there naked and at her mercy. As Lily stroked my dick, which by now seemed comparatively small, she reached up and cupped my balls gently, tickling them with her nails.

"You like that?" She asked, in her sweet, innocent voice, like she knew I loved. I only nodded in reply, remaining silent as Lily stuck her tongue out and let it hover over my cock. She moaned gently and I moaned in reply, before I realized that Louis had got off the bed and moved next to Lily, and was massaging her thigh with his left hand, as his right started caressing her ass. Reaching down, he traced under her panties and down her ass crack and seemed to linger, rubbing softly over her tight asshole, before continuing down to her pussy. While she was stroking my dick, Lily started moaning harder as Louis found her pussy and started fingering it. Lingering on the clit, my friend pleasured my girlfriend as I sat there and watched. She started getting distracted and focused more on the attention she was receiving than what she was giving to me, and I started getting frustrated. After a while she started bucking her hips in time to his fingering, grinding herself against the palm of his hand. Finally, she leaned back, still stroking me, though with less vigour than before, and started kissing Louis again. They broke apart and she stared into his eyes as he started getting rougher with his hands, grabbing her ass as he finger-fucked her. Lily moaned in her sweet voice and whimpered, "Oh, fuck, that's good... Mmmmh." In response, he spanked her ass and she let out a sound of some surprise.

That was her weak spot. Lily was an incredibly beautiful young girl, and she loved submissive play, she loved being used, which was in part what had prompted her to accept the invite to a threesome in the first place.

"Mmmh, yes..." she muttered, somewhat involuntarily. Louis smiled at the effect the spank had produced and repeated it.

"AH!" she groaned, loudly.

"So you like being punished?" he asked, playfully, licking his teeth again.

"Yesss, when I've been bad..." she trailed off.

"Have you been bad?" he asked.

"You tell me," she whispered, sticking her tongue out again as she neared my dick. Starting at my balls, she licked my whole shaft and lingered on my cock-head, keeping her eyes fixed on Louis, before pulling off again and taking a hold of my dick in her right hand. With her left she stroked his chin, and smiled, looking into his eyes with her perfect round blue eyes, "wanna see how bad I can get?"

Louis smiled back, "well, what are you waiting for?" I reacted to his audacity with my girlfriend again, but she seemed to love it. Lily flicked her eyes sidelong to me and then back to him, "alright, come here, big boy," she said, and pulled him close to her again. Their lips met roughly and they made out passionately, her hand still on my dick, which was twitching with excitement. With her left hand, she stroked his face and traced his jawline, before moving it down and settling it on his crotch. She pulled off, "I want you to feed me some real cock," Lily exclaimed through clenched teeth, "after I warm up with him first."

"What!?" I almost shouted; she was just trying to antagonize me now! They both looked at me, and Louis winked at me, as he got up and took off his boxers. Lily on the other hand, smiled, "relax baby, I'm just teasing," she said, and touched my face softly, passing her finger over my lips as if to shush me, "I wanna play."

I wasn't entirely convinced, but seeing her beautiful blue eyes locked with mine again, as her fingers played with my lips, passing between them and tickling my chin, I gave in, sighing. She got up and wrapped her arms around me, nestling my head against her tits. I looked up at her, and, grabbing her ass, pulled her against me and started licking her nipples. I nibbled and sucked, all the while massaging her butt cheeks. She moaned loudly, grabbing my hair, as I slid her panties down and continued my work. Lily loved having her nipples sucked, and sometimes, could almost cum from just that. I could tell, however, that her eyes had started looking at her prize: Louis' cock. As I pleasured her she groaned and took in the sight of Louis standing by the bed fully naked, enjoying it massively. He had noticed her attention and smiled, stroking his dick as he watched her get pleasured, and paying special attention to those beautiful, well-rounded C-cups. I finally stopped, and sent her on her way with a quick tap on her ass, now fully bared to the room.

We were now all naked, and I could tell Louis was enjoying the view, at least of Lily, as she got on the bed and dragged me by the hand to come stand in front of her. Kneeling on the bed, her eyes were level with my chest and she looked up at me, all purity and innocence, while her hand reached out and started stroking my dick. Louis went and leaned on the wall to my right, against which the bed stood, watching the progress.

Trying to reassert my position as the boyfriend, I bent over and started kissing Lily, lifting my hand to cup her chin. She answered passionately, making out with me intensely, her tongue constantly darting in and out of my mouth and over my lips. As we made out, she started spreading her legs and stuck out her ass, forming a gently curving shape from her neck to her ass and giving Louis a nice side-view of her curvaceous body. As Lily continued stroking me, I moved my hand from her chin to around her throat, and grabbed her, which made her smile wickedly. She loved it rough, and started playing with her tits, for the benefit of our voyeur. I wished she would focus on me alone like she did when paying attention to Louis, so I pulled her down, prompting her to take my cock in her mouth, and stick her ass out even more for him. With my hand still wrapped around her throat, she soon started moaning as she tightened her lips around my dick and started sucking. Pushing her deeper and deeper with each stroke, forcing her to take in more and more of my hard cock, I was able to bend over her and slap her on the ass. She groaned and gargled in pleasure around my cockhead, and I spanked her again, harder, still keeping her deeply impaled on my dick. Deciding it was my turn to get the action, I ruthlessly kept her there, as I remained bent over, spanking her ass and pussy, to the continuing yelps and moans of Lily's pleasure. I started playing with her pussy, reaching over to finger it deeply.

Finally, she had to push me off to catch her breath, "fuck that's good," she breathed, then, turning to Louis, she said "come here, hun, I need more hands."

He sprung to action, glad to be included again, and came over, holding his big dick in his right hand. Again, her eyes locked onto it, and she even licked her lips! When he got close enough she reached out and took his member in her left hand, saying, "fuck, it just keeps growing."

"It's getting impatient," he said, smiling.

Frowning, Lily looked up at him, "aww, here," she said, and pulled him closer, taking his dick in her mouth, barely reaching halfway before she gagged and pulled off, leaving a trail of saliva hanging from her bottom lip to his cockhead, still staring up at him with her big eyes. Promptly, she began jerking him off, and Louis issued a strange groan from his mouth. She lifted his dick, still stroking it, and locked her lips around his balls, as her right hand found mine, and massaged them gently. The view of my girlfriend on her knees, her face buried in my friend's crotch as she stroked my dick and played with my balls was amazing, and I forgot momentarily the stinging jealousy of her preference for the other man. Louis took a handful of her hair and pulled her off, before feeding her his dick, keeping her under it and maneuvering it to slide down her mouth, over her tongue, which she stuck out for him. He filled her whole mouth and her eyes watered but she kept them open, still fixed on his. When his dick reached her throat she gagged, unable to fit his girth on the first attempt, but he kept her pinned, her face impaled on his huge cock. She continued to gag, her throat now convulsing around his dick, and still he held her, his hand tangled tightly in her dirty blonde hair, and his other moving down to grip her throat. She gargled, her eyes now running, and the hand stroking my dick moved to his leg, feebly grasping it. But she stayed, and I stared, amazed at how long she was willing to gag around his big dick. Finally, she pushed off with a loud groan, heaving deeply and coughing, his cock trailing long strings of spit from her brutalized mouth. When she had caught her breath she looked at him, but instead of annoyance or anger at his rough treatment, I saw pure, unbridled horniness in her eyes, her wet lips quivering as tears ran down her face. I looked at Louis and saw that he was returning her stare with equal intensity. But, sensing my thoughts, he turned her head roughly towards me again, leaving her, still breathing heavily, her mouth open and dripping with saliva, to face my dick, now harder than ever.

"Fuck, you're a bad girl," he said, moving to sit behind her, and grabbing her ass cheek, squeezing it tightly. Still unable to talk, she just swallowed, moaning in pleasure. Remembering my place I looked down at her, her head turned back to look at Louis, enjoying his attention, and I grabbed her hair with both hands, leading her head around to take my dick in and suck. She did so with enthusiasm, having missed the feeling of cock in her mouth when he'd pulled out. This time I decided to take out my frustration a little, clenching my fists around handfuls of hair and holding her head still as I started to, slowly, but with increasing fervor, fuck her mouth. Lily let me, screwing her eyes shut as I pounded her senseless.

Louis, still situated behind her, matching my enthusiasm, spanked her suddenly on the ass.

"AH!" she yelped, her mouth still full of cock. I let her hair go, and she pulled off and yelled "yes! Spank me, come on! AH!" she cried as he repeated the action, harder, on the same spot as before, "mmmmh..." she moaned, as she took my hard dick back in her wanting mouth. With her right hand she reached round, grabbing onto the back of my left thigh as I started humping again, sliding my cock in and out across her tongue and down her throat. My hands were grasping her, one hand locking around her throat as the other clasped a handful of hair. She gagged, but kept her eyes unwaveringly on mine as they started watering again. However she could not help blinking at each of Louis' stinging smacks on her ass. On my next slide in I kept my cock there, firmly keeping her head in place as my dick buried deep in her throat. She complied without resistance, even sticking out her tongue as her brutalized face stared up at mine. At this moment, Louis decided to land a particularly forceful slap directly on Lily's pussy and she cried out, her eyes shutting with the pain, my dick still deep in her mouth, as she dug her fingernails into the back of my leg.

Finally I let her go and she pushed off with an audible retch.

"Holy fuck, you boys know how to punish a girl!" she exclaimed, wiping her tears, and laughing a little.

"It's what you wanted, right?" I asked with a wicked smile. She got up straight on her knees, so her head was back at chest height, and Louis shuffled in from behind, nestling his big dick between her now fiery red ass-cheeks, kissing her neck and holding her by the waist against him.

"Mmmmh, yes," she moaned, briefly enjoying Louis' attention, grinding her ass against his cock, before reaching out and taking hold of my dick and pulling me close, "it is."

As I neared her, Louis moved to caress her tits, and I placed my hands on her waist, sliding my wet dick between her thighs. She was now firmly sandwiched between us, which turned her on to no end. She almost squirmed with pleasure at being handled by two guys, their cocks rubbing against her ass and pussy. As Louis continued massaging her tits, squeezing and fondling her nipples, I slid my cock across her pussy, aided by her dripping wetness, and kissed her, biting her lips and passing my tongue across them. Entangled in our attention, Lily merely moaned, unable to do much except vocally egg us on, her hands on Louis' hips as he dry-humped her ass-cheeks and played with her body.

"F-f-f-f-fuck," she whispered "I want some cock, right now, in my pussy..." I reacted first and stepped back, getting off the bed again, to get a condom. Louis, however, took this as a sign to let him start, and bent Lily down to get on all fours on the bed. Delirious, and incredibly horny, Lily submitted her ass in offering to Louis, as she reached down between her legs and started rubbing her clit.