Surprise Babe

The two girls sat giggling in the lounge while Josh washed up and got ready to go to bed. He tried to figure out what the hell his girlfriend and her best friend were planning, but they weren't giving any hints.

"Goodnight baby, I love you!" he called out to Nicole, the girl he has been living for with a couple months.

"Night sweetie, love you too!" she called back from the lounge. "See you soon!" called out Demi, Nicole's best friend. The giggling started up again as he climbed under the covers.

Meanwhile in the lounge, Nicole was kissing up and down her best friend's neck, making Demi shiver and pull her closer. "I'm so fucking horny!" Demi whispered into her friends ear, "I can't believe we're going to do this!"

"Mmmm," Nicole moaned, too busy pulling off Demi's top and shorts to pay attention Nicole immediately went back to kissing, licking and sucking Demi's neck, slowly travelling down until her lips were brushing over Demi's bra. Demi sucked in her breath as Nicole continued down her stomach and came to rest just below her navel. "You ready for this babe?" Nicole whispered. She pulled Demi off the couch and pulled off her own shorts and top. Nicole walked forward to Demi and aggressively turned her around to unclasp her bra. Staying behind her, Nicole began to kiss Demi around the back of her neck while slowly circling her erect nipples. "Such a little slut you are, your nipples are just begging for me to suck them!" Nicole whispered into Demi's ear.

Demi moaned as Nicole yet again spun her around and started licking her way around her nipples. Slowly, Nicole looked up at her friend and ran her tongue flat over Demi's entire nipple. Demi moaned and shivered, but didn't look away. "Right then, lets go," Nicole grabbed Demi's hand and pulled her to the bedroom.

Josh, as usual, was sleeping naked and only partially covered by the blanket. Nicole pulled Demi onto the bed and Josh woke with a start. "What the hell?" he said to Nicole, who was just in her tiny black panties. He glanced over to demi and noticed she too was only wearing a pair of white but very see-through panties. Immediately his dick came to attention as he stared at the two sexy woman.

"Well baby, we thought we would come in here and give you what you've always dreamed of," said Nicole, as she reached down and pulled her panties off. She wrapped the dripping panties around Josh's dick and slowly stroked him. Demi sat up on her knees and offered herself to Nicole, who didn't disappoint. She latched onto Demi's nipple and pinched the other in her small hands. Demi and Josh moaned in unison.

Josh reached over and started rubbing his girlfriend's shaved pussy and she moaned into Demi's breast. Nicole dropped her hand from Demi's nipple and pushed her friend flat on the bed, pushing her legs wide open at the same time. Nicole pulled off Demi's panties and offered them to Josh, who grabbed them and wrapped them around his dick. "Play with yourself for me," Nicole demanded and she lowered her face to Demi's pussy. She started licking slowly up the sides of Demi's thighs, watching the juice drip slowly out of her pussy. She moved further up and spread Demi's pussy lips, hearing her moan. Josh leaned over and started sucking on Demi's nipples and she pulled his head into her. Nicole took Demi's hand and wrapped it around Josh's cock, and stroked up and down. She turned her attention back to the pussy in front of her and licked her way up the sides. She dipped her tongue into Demi's pussy and loved the taste. Then she moved up to suck on her clit. By now, Demi was moaning constantly and begging her not to stop.

Josh was still sucking on her nipples, but now Nicole pulled him down and told him to finger fuck Demi so she could cum all over his hand. Nicole moved up and straddled Demi's chest and rubbed her absolutely dripping pussy all over Demi's rock hard nipples, making sure to rub her clit over each one. Nicole turned around so that her ass was facing Demi and moved back until her pussy was right over Demi's mouth. "Lick my pussy for me Demi," Nicole said and Demi groaned and started tongue fucking her best friend. Nicole pushed Josh until he was sitting, and she lowered herself to his throbbing dick. She ran her tongue in circled around his dick until he groaned and grabbed her hair with his free hand -- his other hand was flying in and out of Demi's cunt. As Nicole took Josh's entire cock into her throat, Demi screamed and juice came gushing out of her pussy. Josh kept finger-fucking her until the end of her orgasm, and then Nicole pulled his hand out of her pussy and sucked Demi's juices off his hand. Demi crawled out from under Nicole and came to watch Nicole perform her blowjob.

Josh was pushing her head up and down, each time pushing Nicole's face into his pubes. When he was about to cum, Nicole sucked one last time and lifted her head. She pushed Josh flat on his back and pulled Demi over until she was straddling his chest and facing Nicole. Nicole moved up, forcing Demi back over Josh's face at the same time. "Lick it, baby," Nicole said to Josh and he moaned as he tasted Demi's juice. Nicole took hold of Josh's cock and guided it towards her pussy. She lowered herself down as slowly as she could without losing control. Demi reached up and started playing with Nicole's nipples. Nicole moaned and pushed herself down on Josh's cock until she was sitting on his pelvis.

She lifted her ass in the air again and Josh reached his hands around and grabbed her ass, spreading her cheeks open and holding her in place. He started thrusting up and down with his hips, and Demi watched his huge cock slide in and out of her friend's tight pink pussy.

Demi kept one hand mercilessly twisting Nicole's nipples and started playing with her friend's clit. Josh could feel Nicole's pussy tighten around his dick, so he thrusted harder and harder until she was screaming and her pussy was spasming around his cock. With one last thrust he buried himself inside her pussy and came hard, his tongue still frantically in Demi's pussy. Nicole still riding out her orgasm, Demi grabbed her face and locked her in a kiss as she came again, Josh lapping up all her pussy juices like a puppy.

After the three had calmed down, the two girls went off to share a bath and Josh climbed back under the covers and waited for his girlfriend to join him in bed -- to sleep this time!