That's What Friends Are For

It could have happened any day. Amy and I regularly hang out at my apartment. Usually, we just watch TV and talk, but today was different. Today, Amy touched my hand and looked into my eyes and I knew that she wanted to take our friendship to a whole new level. She leaned in and just touched her lips to mine. Her lips were soft, softer than any I had kissed before. I found myself leaning in closer and wanting more. Her tongue slid into the seam of my lips. I opened with a gasp and she darted her tongue into my mouth. I felt her licking at the inside of my lip, before she stroked my tongue with hers. With a slight moan, I stroked her tongue back, massaging it to let her know how much I liked what we were doing. Her hands cupped my face as she guided me to lay back on the couch.

She was over me, kissing me and making out with me like we were teenagers. Amy came up for breath and smiled down at me, "I've been wanting to do that for years, but never had the courage to." Her voice was thready and shaking.

I stroked my hands up her arms, "I never knew. I don't know how I'd have reacted if you'd asked, but I'm liking this right now...a whole lot." I smiled back up at her. Amy leaned back down to me and kissed me again.

"I have some ideas of what I'd like to do with you," she whispered against my lips, "but, I'd like some more space to be able to do them in. Is there any way that I can convince you to move this to your bedroom?" With that she lightly nipped my lower lip, making me whimper.

"I think that can be arranged," I whispered back.

We moved down the hall to my bedroom. The entire, though short, trip, we touched and fondled. I pulled off Amy's t-shirt, while she kissed my neck. She rubbed my pussy through my jeans, as I pinched her nipples with my fingers. I was soaking wet by the time we made it to the bed and I think she was too. I started to climb into the bed, but Amy stopped me. "I think we are wearing way too many clothes to be laying in bed, don't you?"

I turned to her with a coy smile. "Then, I guess you'd better do something about that."

Amy's clothes hit the floor. She pulled my t-shirt over my head, revealing my pink, lacy, demi-cup bra. My nipples were already standing at attention. Her hands slipped down my body to the button of my jeans; I felt it pop. The zipper whispered its way down. Her hands were on my hips, pushing my jeans and panties down in one motion. She sank to her knees and helped me step out of my clothing. As I started to put my leg back down, she gripped my ankle and put it over her shoulder. My balance seemed about to fail me, when I felt her heated breath on my bare, soaking wet pussy. Her tongue tickled my outer labia and wiggled its way between my lips, making a bee-line for my clit.

My knees started to go soft at the first stroke of her tongue. I moaned and gripped her head for balance and to keep her mouth on my pussy. I was grateful for the bed behind me a moment later. Amy sunk two fingers into my pussy. I was so wet, that they slid right in. She sucked on my clit and let me feel her teeth. I collapsed onto the bed, moaning, shaking and cumming.

Amy licked me until I came back down. She kissed her way up my body to my mouth and kissed me again. I could taste myself all over her lips and tongue. I smelled my pussy on her cheeks and chin. Arousal hit me again and I felt my pussy flood.

I pushed Amy off me and onto her back. From conversations we'd had about sexual partners, I knew that Amy had very sensitive nipples. So, I attacked. I sucked her left nipple into my mouth and rolled her right nipple between my thumb and forefinger. Her nipples were large and tight. She gasped as I bit down, lashing the very tip with the tip of my tongue.

I kissed, licked and sucked my way down Amy's body to her pussy. I could smell her arousal. Her pussy was weeping for relief. I slid a finger into her sopping wet slit. Her eyes rolled back into her head and she moaned. I started to work over her pussy and lightly stroke her back to her ass.

Neither of us had heard the front door open or close. We were so involved in our own lust soaked world that, we didn't even hear my husband undressing or stroking himself from the doorway. As I spread Amy's pussy open, I felt his hand smack my ass.

"Bad girls," he growled. "You should have waited for me to watch the show." He pushed the head of his cock between my legs. He rubbed all along my pussy, his head hitting my clit. "Now, I get to join, but next time," he continued to thrust his cock along the outside of my pussy, "I had better be invited to watch and join if I want."

I had stopped playing with Amy's pussy. "Put your head back down and make her cum," Ryan ordered. His voice was low and soft, but there was no mistaking the order. I lowered my head and continued to lick and suck Amy's pussy.

I could feel him behind me, his cock thrusting slowly against the outside of my pussy. Every once in a while he'd murmur an instruction and I would hurry to comply, many times earning me a lovely little smack on my ass. I knew my ass was blushing and my pussy gushing against his cock.

I stuck my fingers back into Amy's hole and started to work over her clit. She thrashed her head back and forth, gripping my head to hold me in place and moaning loudly. I knew she was close and I felt Ryan's cock slip into my pussy at the same moment...just the head. I stopped to enjoy the feeling of him inside of me at last, but he stopped too. He held just the head of his cock inside of me until I started on Amy's pussy again. With each of her moans, he pushed another inch into me. As I realized what he was doing, I started to lick and finger fuck Amy faster. Her moans became a continuous soundtrack to Ryan fucking his cock in and out of me.

My pussy contracted around him, gripping his cock and trying to suck it in deeper. "You are so fucking hot, you know that," he whispered. "Do you like her pussy?"

All I could do was whimper for him. "Do you know how much I love watching you fuck her pussy with your face?" I moaned this time. He continued to slowly fuck his cock into me. "I'm going to fuck you until you make her cum. Do you understand that?"

He slammed into me and I raised my head to pant. It felt so good to have his cock so deep in me. I went back to Amy's pussy and redoubled my efforts. I was so close to cumming myself, but I knew that Ryan wouldn't let me cum until Amy did. I reached up and pinched her nipples with one hand, my other hand still buried, two fingers deep in her pussy. I extended my pinky finger and plunged it into her ass.

Her moaning and thrashing became more frantic as I sucked, nipped and licked her clit. I could feel her pussy becoming more and more wet. Her breathing changed and soon she was panting and begging. "Please, don't stop. Don't stop," she whispered over and over.

"Do you hear her? Do you hear what you're doing to her?," Ryan growled. "Do you feel what you're doing to me?" I knew what I was doing to him. I felt his balls draw up and his cock get harder. I felt his thrusting loose a little of its smooth rhythm. I was frantic. My orgasm was right there. I could go over at anytime, but I wanted to take them both with me.

I bit down on Amy's clit and clamped my pussy down on Ryan's cock. The both paused a moment, then started to fuck back faster than before. Amy's hips were grinding into my face as she humped against me. Ryan's cock was pumping into me in a blur. One more nibble on Amy's clit and muscle contraction around his cock and we were all off.

I kept me fingers buried in Amy, but had to lay my head on her thigh as my orgasm washed over me. I panted and my eyes rolled back into my head as my pussy fluttered around Ryan's cock. I felt his cock spurt cum deep inside of me. He stayed inside of me a long moment after his final contraction. Slowly, he pulled out of me and collapsed to the bed beside me. I looked at him with a sly smile. I then turned my head to lick Amy clean. She moaned a little as I pulled my fingers out of her. I scooped a load of cum onto my tongue, turned to Ryan and kissed him deeply. He groaned against my lips. "Now, we both know what she tastes like," I told him.

"Yes, yes we do. Next time, I get to watch the whole thing," he reminded me.

I looked up at Amy. Her eyes were slightly glazed. "Oh yeah," she whispered. "Next time."