3 High School Friends

This is a true story of an experience of mine that happened 12 years ago while I was a senior in high school. All of the people in this story were 18 at the time of the encounter.

****************************************

I'm in Justin's car & we're headed to our friend Derek's house out in the country to have sex. Justin & I have been friends for over 6 years & just last week we started having sex together, but his backseat really isn't an ideal spot. Justin's the seventh guy I've slept with in the two years since I lost my virginity, but I don't think that makes me a slut--I'm just curious & adventurous & I love sex. I've always thought Justin was hot--he's 6'4" with an amazing body (not too skinny or too much weight), brown hair, brown eyes & a sexy smile. I'm 5'4", 120 lbs, but not overly skinny--I have 34C tits & curvy enough hips that guys like to be between them. I've got strawberry blonde hair that's a little past my shoulders, hazel eyes, pale skin & I always shave my pussy bald. I honestly don't think I'm very good looking, but whatever.

As we pull up to Derek's house, Justin smiles at me & I get even wetter--I can't wait to have him & his 7" cock in a bed for once. Derek opens the door & lets us in, a huge grin on his face. As we take off our shoes I check out Derek, who I've been friends with for 5 years. He's really hot too--he looks like a young Christian Slater, but better looking. He's shorter than Justin, around 6'2", great build & his brown hair is darker, almost black. He always has this sexy smirk on his face & eyebrows that bring out his dark brown eyes. I'd fuck him in a heartbeat, but he has a bitch girlfriend who's a complete airhead & not even close to being good enough for him.

"Thanks for letting us use your place since your mom's at work man."

"No problem, you know where my room is."

Justin leads me through the living room & down the hallway to Derek's bedroom--he's got a queen sized bed, a dresser, desk with a chair & a nightstand. Justin turns & looks at me, bends down & we start making out. He's a really good kisser, but I really want to have sex so I start taking his shirt off almost immediately. He gets the idea & starts helping me out of my clothes too. It only takes a couple of minutes before we're laying on the bed naked, kissing. As I pull the sheet over us Justin says "Derek has a video camera in his closet that he uses to tape himself when he has sex, he told me that he was going to tape us tonight." He looks at me slightly worried, like I'm going to be pissed off at him or Derek. I just look over at the closet (it's right across from the bed), smile & tell Justin that we better make sure Derek gets a good show then & throw the sheet to the end of the bed. I start kissing Justin again, pushing him so he's laying on his back & tell him to put on a condom. I straddle his hips & sink down on his hard cock & rub my clit into his pubic hair. I love the feeling of when a cock first enters my pussy & fills me up. 7" is about the average cock size of the guys I've had sex with (a couple were a bit smaller), but I think he's a little thicker. I'm so wet it's easy for me to start sliding up & down on his cock. Justin grabs my hips & starts thrusting up into me when I'm sliding down. I hear Derek walk into the room (we left the door open) & laugh when I see that he has a pizza & a bottle of soda. He sits his pizza & soda down on his desk (it's to the right of the bed) & pulls out the chair, sits down, grabs a piece of pizza & starts eating while watching me & Justin fuck.

"Dude, really? You're going to sit in here & eat when we're trying to have sex?"

"Ahh, are you shy Justin? I'm sure Derek just wants to see what's going to be on his tape."

Derek looks like he almost choked, but he just smiles & says "oh, you told her about that? I'm glad you're not mad."

"Why should I be hon? Anyway, I like fucking Justin & I'm glad there's a tape of it, you'll have to make me a copy."

Derek just smiles & continues eating while Justin's playing with my tits & I'm riding his cock.

"I told you she had great tits."

Derek just says "mmhmm" & keeps watching. Fucking Justin & having Derek watch is hotter than hell to me & I'm getting really close to cumming. I start fucking Justin faster, enjoying the feel of his cock, & his hands on my body--out of the corner of my eye I see Derek lean closer to the bed & I start to cum. After a couple of minutes I fall onto Justin's chest, his hard cock still deep in me.

"Fuck, she does get really wet when she cums."

I laugh, "yeah, sorry about that. You might want to change your sheets when we leave."

"Not a problem, it's actually really hot. I've never seen a girl get so wet. You're a lucky man Justin."

Justin smiles at me, gives me a small kiss & tells me to lay on my stomach. I really don't want to have his cock leave my pussy, but I know that the few seconds it'll take for us to change position will be well worth it. I ease off of his cock & a bit more of my cum leaks out over him--Derek sees this too & has to adjust his cock. I lay on the bed & Justin gets behind me & slips his cock back into my pussy. He lays over me, kissing my neck & shoulders as he starts fucking me. I can't help but to start moaning as Justin is fucking me fast & hard--I can tell he wants to cum. Justin reaches a hand under me & cups one of my tits, he bites my neck (I've told him how much it turns me on) & grunts as he starts to cum. Justin thrust into me a few more times & I can feel his cock flex as he cums--I love that feeling. Justin lays on top of me for a couple minutes while he catches his breath--his hand still softly squeezing my tit. When he pulls out of me & lays beside me, I roll over to my side so I'm looking at Derek & ask him how he enjoyed watching us, all he could say was "wow" & then he got up & walked out of the room. Justin & I laugh & he sits up to take off the condom & throw it away.

"What do you think Derek's doing?" I ask Justin & he just says "I could really care less as long as you're here with me." We start kissing again, our hands roaming over each others' bodies. I really like being with Justin & I want to have sex with him again, but a part of me is wondering if Derek would have sex with me so I pull away from Justin & tell him I'm going to go see what Derek's doing. Justin has a bit of a hurt look on his face, but he doesn't say anything so I get up & walk out of the room to go find Derek. I hear the shower running & I try to open the door, but he has it locked. I walk back into the bedroom & climb back onto the bed. "Derek's taking a shower, do you think he's in there masturbating & thinking about us fucking?"

"I really don't want to think about Derek in the shower or what he might be doing, but if I was him I'd be getting myself off. Thankfully I have you here so I don't have to do it myself." He smiles at me right before kissing me, our hands exploring again. I love running my hands over his body & running my fingers through his thick hair. Justin kisses down my neck, slightly biting me & making my pussy wet. I grab his cock & start stroking until he's completely hard again. I push him so he's laying on his back & kiss down his chest, he moans as I get closer to his cock--he knows how much I like to give head & he's told me he loves the fact that I don't have a gag reflex.

I start to kiss & lick the head of his cock as I slowly stroke him. I can taste a slight hint of his cum from before & it just turns me on more. I really like the taste of Justin's cum. I think about the last time I gave him head & let him shoot his cum down my throat--I can feel my pussy start to leak down my thigh. I moan as I slide his cock into my mouth, down my throat until my lips are at the base of his cock & hold him there while I run my tongue over him. I feel Justin run his fingers through my hair & then across my cheek--he knows I don't like it when guys hold the back of my head. I wrap my lips around his cock & suck just hard enough as I pull all but the head of his cock out of my mouth. I lick the precum off of his cock head & then bottom back out as I feel Justin run his hand up my thigh & start stroking my slit. I moan onto his cock as he slips a long, thick finger into my pussy. I really want his cock again so I slowly take his cock out of my mouth & I sit up & enjoy his fingers. I grab his hand & bring it up to my mouth, licking & sucking his fingers clean of my wetness. I lay down next to him & start kissing him, knowing he can taste me.

"I need to feel your cock in me again Justin."

He grabs another condom from the nightstand & rolls it onto his cock, gets between my legs & slips his cock into me. God, I can't get enough of that feeling. He lays over me, wrapping his arms under me as he slowly starts fucking me. My arms are around him, one hand running my fingers through his hair & the other one is leaving nail marks in his back as we kiss deeply & I start fucking him back. Justin moves his arms down to my ass & tries to hold me so I'm not thrusting into him so fast, but I really want to cum on his cock again & I use my legs to pull him deeper into me, fucking him harder & start to moan loud. Justin knows it won't be long before I cum & he kisses down my neck again & starts to softly bite me & it sends me over the edge & I dig my nails into his back as I pull his cock as deep into me as possible & soak his cock in my cum. "AUGH!" I go limp & my arms & legs let go of Justin as I lay there trying to catch my breath, he keeps slowly fucking me, giving me time to enjoy & come down from my orgasm. He's softly kissing my face & neck, playing with my tits & pinching my hard nipples. It doesn't take long until I just want him to fuck me, I run my nails down his chest & give him an evil smile "please fuck me." He grabs my legs & spreads them apart, holding them there as he starts to fuck me with abandon--his balls slapping against my ass.

"Fuck me Justin, fuck me. God, I love feeling your cock filling me! I really want to feel you cum in my pussy, fuck me hard!"

Justin keeps fucking me like that for awhile until he thrusts into me hard & holds himself there as I feel his cock twitch as he starts to cum. He fucks me until he's done cumming, lets go of my legs & collapses on top of me, his cock still burried in my pussy.

"Fuck that was good."

I just laugh & say "thank you for that, I love that you can give me more than one orgasm in a night."

"You? Hell, it normally takes me a few hours to be able to cum again. I don't know what it is about having sex with you that I don't need that long before I can cum again."

We smile at each other before we start making out again. It's not long until I hear Derek walk into the room.

"Damn it smells like sex in here! You guys look like you just got done fucking again."

I break my kiss with Justin & look at Derek--all he's wearing is a towel. My pussy spasms when I see him standing there all but naked, but Justin can't feel me since he isn't hard any more. I put my hand on Justin's chest & say "maybe you should clean up?" & then I look at Derek & say "why don't you come lay down next to me, your bed's big enough for all three of us."

Justin pulls out of me & sits up, but I'm not really paying any attention to him--I'm checking out Derek as much as he is me, the only problem is I'm not hiding anything from him.

"Lex, you know that I'm going out with Melissa. I know you don't like her, but I don't want to cheat on her."

"Derek, I'm not asking you to do anything you don't want to do. She'll be fine when you tell her that you've been watching me & Justin fuck tonight?"

"It's none of her business what's going on tonight & it's not like she doesn't know I watch porn."

"So watching me & Justin is just like watching porn, even if you're only two feet away from us fucking right in front of you?"o

Justin's done cleaning himself up & he looks a little pissed/jealous that I'm asking Derek to get in bed with us, but as much as I like him, we are only friends & I want to fuck Derek so I don't really care. Justin lays down behind me & starts kissing my neck, his hand roaming over my body again, playing with my tits. I know he wants me to leave Derek alone, but I really want to see the sizable bulge under his towel. "Derek, just come lay down for a minute."

Derek walks over to the bed & I reach out & undo the towel so it falls to the floor. I let out a gasp when I see his cock--it has to be about 8 1/2" & thicker than any cock I've ever seen besides on porn.

Justin's hand slides down to my pussy as Derek lays down next to me, flat on his back, hands under his head, his hard cock laying on his stomach.

"She must like what she's sees Derek, she's wet as hell again." I moan as Justin slips a finger into me.

Since Derek laid down I'm assuming he wants something to happen--even if he says he doesn't, so I reach out & grab his cock & start to slowly jerk him. I can hardly wrap my hand around his cock--he's so thick & hard. God I want to feel him in me!

Derek turns & looks at me, I think he's going to tell me to stop that he doesn't want this to happen, but he just takes his left hand from behind his head & lightly runs his fingertips over my lips. I sit up on me knees & lean over so I can kiss Derek, making Justin stop fingering me. As Derek & I go from slowly kissing to making out, Justin slips a finger back into my pussy--he has better access now that my ass in the air & it feels good as hell. Derek isn't as good of a kisser as Justin is, but having two guys in bed with me is such a turn on that I'm wetter than I ever have been. I start kissing down Derek's chest as his hand start roaming over my body, pinching my nipples & playing with my tits as Justin keeps fingering me & rubbing my clit. I kiss my way down to Derek's cock & see precum leaking from the tip. I lick away the precum as I look up at Derek, he's watching me & moans, lays his head back & closes his eyes, enjoying me starting to give him head. I start to lick & suck his cock head, wondering if I could actually deep throat his cock when I feel Justin's tongue on my pussy & I squeal put Derek's cock as deep in my throat as I can. I'm probably an inch or less away from being able to get all of him in my mouth & I try to consentrate on working his cock the rest of the way down my throat as Justin is sucking my clit while he fingers me. This is starting to be my biggest fantasy come true & I release Derek's cock from my mouth as I start to cum all over Justin's face. I collapse on Derek's stomach, my hand still stroking his cock while Justin sits up, his face soaked from my cum. "I think she's slightly turned on by this Derek" Justin says as he laughs & grabs a couple tissues to wipe his face off. "Looks fucking good to me. You're right about her not having a gag reflex, if you wouldn't have made her cum, she would have made me."

"Derek, since we've gone this far do you want to fuck? I really want to feel this hard cock in my cunt." I'm still stroking Derek's cock.

Derek looks at Justin & says, "can I borrow a condom? Melissa knows how many I have & I don't need to hear it from her if one's gone." Justin grabs a condom (I'm glad we brought almost a full box) & hands it to Derek. After he puts it on I move closer to Justin & tell Derek to move over so I can get on top of him without falling off the bed. Derek moves over & I straddle his hips. Before I mount his cock I bend over him & he sucks my nipple into his mouth, slightly biting down as his hand comes up to sqeeze my other tit. "Mmmm, that feels good, but I know something that's going to feel even better" I say as I sit back & feel the head of his cock against my pussy entrance. I slowly start to move my pussy down on Derek's cock, enjoying the feeling of how thick it is. Even with how wet I am I can only get about half of him into me before I need to slide his cock back out, but the second time down all of him goes into me. "Fuck that feels good" I say as I grind my pussy into Derek, loving the way his cock feels in me. I lay down on his chest so I can kiss him as I slowly fuck him. Justin's watching us & stroking his cock, which is hard again.

"Justin, can I suck your cock?" I really don't want him to feel left out. He comes up to the top of the bed & is on his knees so I can reach his cock with my mouth. Derek starts to suck on my nipple as I grip Justin's cock in my hand, stroking him & then start to lick & suck him. I can taste the slight hint of cum on cock again & my pussy squeezes Derek's cock. Justin's hands are roaming over my body & he's playing with the nipple that Derek isn't sucking on. My pussy's so wet I know that Derek's cock & balls & bed are soaked. I don't want to cum yet so I stop moving on Derek's cock & let go of Justin's. I look right at Justin & say, "will you fuck my ass while I'm fucking Derek? I've never been double stuffed before & I really want to try it." Derek & Justin both moan when they hear that, but Justin says "are you sure? I've never had anal sex with anyone, are you sure you're going to like it?"

"Justin, I've had my ass fucked before & I like that. I really want to feel both of you. We're all friends & if I don't like it I'll just tell you to stop, I trust you guys not to hurt me."

"She's wet as hell, but I've got lube in the nightstand if you need it. Fuck, this is really hot Lex." Derek wraps his arms around me & pulls me down to him to kiss me & thrusts his dick into me while Justin gets the lube out of the nightstand.

I sit up & grind onto Derek's cock as I watch Justin lube up his dick. "Thank you Justin, I really want this." He kisses me deeply before I lay down on Derek & Derek grabs my ass & spreads me open so Justin can lube up my asshole. Justin pours the lube over my hole & then slowly rubs his finger around my hole making me moan & then slowly slips his finger into my ass. "Ugh, fuck! Justin, please fuck my ass with your cock!"

Justin got behind, lined his cock up to my hole, poured more lube onto both of us & pushed the head of his cock into my ass.

"Fuck!"

Justin stopped moving, "Are you okay?"

"Yes. Please fuck me, it feels so fucking good! Just keep going slow."

Justin started pushing more of his cock into my ass as Derek kissed & nibbled on my neck. It didn't take long until Justin was fully burried in my ass & Derek was burried in my pussy.

"Oh my god this feels so fucking good! Fuck, I'm so full of cock!"

Justin grabbed my hips & slowly started to withdrawn his cock from my ass. He pulled out until only his cock head was in my ass before slowly burrying his cock back into me. Justin did this a few times before Derek started moving his cock in & out of my pussy, just the opposite of when Justin would. It didn't take long for a huge orgasm to wash over me & I swear I came for a good 5 minutes--Justin & Derek's cocks both working on me so I kept having small, continues orgasms until they started fucking me a little faster & a little harder until they both burried their cocks into me & came.

The three of us layed there in a pile, spent.

"Holy shit, that was fucking amazing. Thank you both so much." I gave Derek a small kiss & then turned my head so I could kiss Justin.

Justin withdrew his cock from my ass & got up to clean himself off & then I kissed Derek again, whispered "thank you" in his ear & got up & went to the bathroom to clean myself up.

When I got back into the bedroom both guys had their boxers on & Justin said "we should probably get going, Derek's mom's going to be home in a half hour." I picked up my clothes & got dress while Justin did the same & Derek went over & shut off his video camera.

"Make sure you make me a copy of that Derek, you can give it to me Monday."

I walked over to Derek & said "you better make me a copy too or we could just make another tape." I gave him a quick kiss & told him bye & that I'd see him Monday. Justin & I got our shoes on, got back in his car & we didn't say much until we were almost back to my place & he said "you know, I really enjoyed that. I didn't think Derek would actually do anything, but I'm glad he did, I've never seen you cum so hard."