A Simple Change

"Hey guys," I said, smiling at them. I made sure to be polite, despite my staring. "How did your test go?"

Brittney looked over and smiled widely. "Josh! Great to see you!"

"The tests went great!" Kelly said, turning to me. "All thanks to you!"

"It wasn't me," I said, sitting down at the table. "You did all the work. All I did was help you remember a few things."

She leaned over the table, giving me a nice shot of her flat chest behind her small bra. "I mean it, I wouldn't have had a chance without you. You were a life saver."

"She's right," Brittney said, pointing to Kelly. Her breasts jiggled nicely as she did. "We were so lost before you helped us study. How can we ever thank you?"

I raised my hand. "There is no need, really. I was just happy to help you both out." I then motioned to their books. "Do you need any more?"

"No, this is just something for an essay I have due in a few weeks. Brittney was just helping me go over some ideas. But, we've been distracted."

She nodded to the sofa with my gaming friends, including Randy and Gabby. My eyes widened a little as I saw Gabby had stopped paying attention to the game. Her mouth was now over the tip of Randy's dick and was sucking on it. Her eyes were on him as she blew him amongst their friends. Randy, in the meantime, seemed to have trouble focusing. He twitched randomly and kept glancing at her instead of the game.

"Yeah," I said with a smile. "I think that's what she's doing too."

"It definitely been doing a number on us," Brittney said, tweaking a nipple again. "So, how about it? Let us thank you and help us at the same time?"

I looked at the two playing with their boobs and I shrugged. "Sure, I don't mind helping you out again."

Kelly giggled. "So grateful."

I pushed my chair back as they both stood. Kelly seductively slid down her dress till it sat at her ankles, revealing a simple pair of white panties. I noticed there was a nice wet spot in the front. Brittney followed shortly after, sliding her jeans over her tight ass and onto the ground. Her panties were black with a slight lace pattern along the side and sported a similar wet spot. I sat back and watched as they dropped to their knees in front of me. Together, they undid my pants and pulled out my cock for all to see. I'm sure people were watching; However, my eyes were focused on the two beauties before me. Their hands were a stark contrast to the others as their fingers wrapped around my member. Brittney's fingers were larger, but both were small compared to the cock they held. They intertwined gently, mixing pale with dark, and slowly started to rub the shaft up and down. I could see the lust in their eyes as they jacked me off together.

Not wanting to have them left out, I sat up just enough to reach out and cup one of their breasts each. I couldn't help but at how different each were. Brittney filled out my hand better while Kelly was much smaller. They both moaned at my touch which slowly grew to a nice massage. Brittney was soft and round to the touch with a hint of spring behind it. Kelly's nipple dug into my palm and grew harder under my hand.

Their moans grew louder as time went on, but Kelly was showing more excitement. She thrusted her chest towards me and her pale skin flushed red under my touch. I also felt her grip tighten, causing me to inhale slightly. Brittney saw this and tightened her grip too. Together, they coaxed out some fluid that started to dribble down their collective fingers. I rewarded their enthusiasm with a sharp squeeze to both, which gave me a pair of sweet moans.

Suddenly, I watched Kelly lean forward and lick the tip of my cock. Her tongue gently grazed my tip, lapping up some of my sweet nectar. I twitched each time she did, pulsating more out for her to enjoy. Her mouth then opened as she put the whole tip in her mouth and sucked. Their fingers stalled and I focused on the feeling of feeling of Kelly's lips around my dick. She sucked gently, drinking up a little, before pushing her mouth further down. She only took about an inch before she pulled back. Holding her lips around the tip, she rang her tongue across the underside, causing me to twitch wildly for a few moments. Then, she started the whole process all over again.

She did that for a few minutes before she fully slid off my dick. As soon as it was free, I coated their fingers with precum. Kelly then smiled at me before looking over at a star struck Brittney. Her awe only lasted a moment, though, as she quickly moved in and kissed Kelly. It was both gentle and passionate as they kissed just above my tip, their fingers still intertwined. When the kiss broke, I saw a single strand connect their lips for just a moment. However, they didn't notice as they stared at each other for a moment.

"Guess its out in the open now," Kelly said softly.

"Sorry," Brittney replied, an embarrassed look crossing her face. "I couldn't help it."

"It's alright. I was tired of hiding it."

"Good for you two," I said, releasing their chests. "Honestly."

Kelly shot me a serious look. "Hey now, don't stop. I was enjoying that."

I grinned as I reached out and latched onto her breast again. "Sorry. I thought you were having a moment."

"We were," Brittney said, also moving her chest back into my hand. "But we were also in the middle of something. And we are far from done."

Without a pause, Brittney leaned forward and enveloped my dick with her mouth. Unlike Kelly, she didn't linger on the tip. Instead, she went down until she hit their fingers. She held there for just a moment, running her tongue along the underside, before pulling back up. Then she repeated the process a few more times. By the third time, they both moved their hands down and gave her more access. She used the more space to go deeper, soon hitting the back of her throat. I could feel her lips and tongue massaging my shaft as she held it in her mouth. When she finished, she pulled back and smiled at me.

"Wow," I said under my breath.

"We are just getting started," she replied.

I then watched as both played with my dick in earnest. While one played with my shaft, the other would fondle my balls. Then, when the other became impatient, they would switch. Each had their own technique that hit differently. Kelly slowly stroked me while playfully sucking the tip. Brittney, on the other hand, swallowed as much as she could, bobbing gently each time. Kelly enjoyed the flavor, moaning each time I pulsed in her mouth. Brittney enjoyed the attention more, keeping her eyes trained on me and Kelly constantly. All the while, I continued to rub their chest and tweak their nipples. Each twist brought a moan out of them, sending vibrations through my shaft.

Despite my best efforts, their combined actions pushed me to the edge quickly. The closer I got, the more intense they made it until I was barely holding on.

"I'm close," I whispered.

With a quick glance at one another, they stopped their individual focus and moved to the top. Both put their lips against the tip and started to lick and suck. There was no pattern as their tongues and lips lapped every inch they could. It was a sensation I never felt before, even from my new memories, and it was enough to push me over the edge. I grunted loudly as I came between their faces. Spurt after spurt shot up into the air and all over their faces. Each were thick and quickly coated their foreheads and cheeks. They continued to suck through it all, sending me to an unbearable high. When it became too much, my body slumped into the chair and away from their mouths.

Looking down, I saw that I covered their faces with cum which quickly dripped down onto their chests. The contrast against Brittney's chocolate skin was stronger with large globs sliding down her cheek. Kelly's pale skin now had a glossy look as a generous coating covered her face. The excess quickly fell off their face and onto their chest, coating breast and nipple alike.

The two of them stared at each other for a few moments. They both looked passionately at each other before closing in for a deep kiss. I watched as they enthusiastically kissed, swapping my cum between each other as they pulled each other closer. The kiss broke long enough for them to lick some off their faces before resuming once more. It was so hot I felt myself twitch, despite being completely spent. When they finally broke apart, they stared into the other's eyes before giggling lightly. They held each other close as they laughed, my cum still covering them slightly.

Glancing around the room, I saw I wasn't the only one watching them. More than half the room had stopped what they were doing to watch the show. Some of them had started playing with themselves during it. I also saw Randy was pounding into Gabby as both watched them hungrily.

My eyes moved back to the pair as they kissed lightly before looking at me.

"Thank you for the help with the test," Kelly said sweetly.

"And thank you for the treat," Brittney replied.

"And thank you for the show," I responded. "I'd love to continue, but I'm going to need a minute."

Kelly looked at Brittney. "While that would be nice, I have other plans at the moment." She pulled her closer, their boobs pressing together. "Like showing the world how much I care about my girlfriend here."

"Stop," Brittney said, her face darkening. "You're making me blush."

"I'm going to do a lot more than that in a minute."

Slowly, Kelly stood and led Brittney over to an unoccupied sofa. Swiftly, she laid her down before kissing her again. The whole room watched as the two of them started to make out on the sofa. Their hands quickly wandered, each going to an intimate place on the other's body. Kelly started to play with Brittney's breasts while Brittney dipped a hand below Kelly's panties. Soon, their moans spread through the room as played with each other openly for all to witness.

I could see it was an intimate moment for them, so I resigned myself to simply sitting back and watch with the others. I idly played with my dick, casually getting it hard once more. I didn't rush it, though. I was finding the love they showed just as erotic as the sex. Suddenly, I had an urge to text Heather. With my free hand, I pulled out my phone and shot her a message.

Miss you.

A minute later, I received a reply.

Miss you too sweetie.

It was a simple text, but it sent my heart aflutter. New memories flooded over me of small romantic moments between me and Heather; memories of a relationship growing strong. It was something I've wanted for some time, and I couldn't believe I finally had it. As I smiled at the text, a second one came in.

I'm done with class soon. Meet you in the lounge?

I glanced at the clock and frowned slightly before answering.

I have class soon. It's only an hour, though. See you after?

I'll be waiting.

A heart accompanied the last message which I responded with my own.

I took one last look at the passionate couple, who were now fingering each other loudly, before I fixed myself up and grabbed my things. The others in the room kept their eyes fixed on the pair while I walked out and headed to my next class. I wore a smile on my face as I made my way across campus. Part of it was from the amazing blowjob I just received, but most was from thinking about Heather. Memories filled my head of casual dates, sweet moments, and passionate nights. They only reinforced how I felt about her. I wasn't sure what it was yet, but it was certainly more than I felt about any of my other friends.

As my thoughts wandered, I glanced around the now bustling campus grounds. There were a lot more people out enjoying the nice day. Some were casually lounging on the grass while others were in the throes of passion. The amount of fucking in the open shocked me. I even saw an orgy happening on the local soccer field. I was tempted to stop and watch, but I didn't want to be late for class. So, I focused on moving my feet instead.

The class was boring compared to the previous one. There was some fiddling around when I entered, but nothing as large as a teacher doing a student by their desk. I did get to see some nice chests, though. There was a particularly hot blonde sitting in the back with her top off and no bra, twisting her nipples. Somehow, she managed to keep her moans low during the class. I rubbed my cock through my pants slightly, but controlled myself otherwise. The teacher was going over a large project due at the end of the month and I didn't want to miss something. I'm guessing everyone else felt the same. By the time class was over, we were all shuffling out with school on our minds. Not even the blonde walking out of the class topless was enough. That didn't last long for me, though. It just took a glance at my phone to distract me. As soon as I saw the saved picture on my phone of Heather and me posing by a tree, I had only one thing I wanted to focus on.

I wasted no time heading back to the lounge. I swear there was even a slight spring in my step as I walked. Inside, the crowd had changed once again. Many of my friends before had left, including both Brittney and Kelly. Randy was still around, but Gabby was gone and he was back to focusing on the games. I also noticed that Lana was still not back. A quick check of the time and I knew she wasn't in class. I was curious where she was, but I wasn't worried. I knew she liked to walk around campus occasionally. However, my eyes were drawn to the back of the room where I saw heather reading a book silently. She had on the same outfit from this morning and was idly twirling her hair. Smiling, I made a b-line to her. As soon as I reached her, I leaned down and wrapped my arms around her from behind. She jumped slightly before putting down her book.

"Hi babe," she said, squeezing my arms tightly.

"Hi sweetie," I replied, kissing the top of her head. "How was class?"

"Boring." She glanced up at me. "A lot of people were stumped by the last test and we had to review a bunch of old stuff."

"But not you?"

She turned and gave me a long, but gentle kiss. "Nah. I had a great tutor."

"It also helps when that tutor makes you focus instead of distracting you."

"I was pretty distracted," she said through a large smile.

A memory of us sitting nude on the bed with books in front of us flashed into my mind. I saw images of her hand reaching for me before I tapped it away. By the end, she had read the whole chapter and got rug burn.

"I will make sure to keep teaching you that way, then," I said, kissing her again.

"Tease."

We sat there holding each other and talking for the next few minutes. The conversations were simple, yet relaxing as we talked about homework, upcoming tests, and even the weather. I found myself forgetting the change to the world and going on about nothing. It didn't really matter if we were together. Though, having her hand idly rubbing my crotch kept me interested in more than talking.

"Josh! Heather!"

I glanced at the door as Ryan walked through the door, back pack over his shoulder.

"Just the two I wanted to see. I want a rematch after yesterday."

Heather shifted slightly. "Up for more punishment?"

"You joke now, but I won't lose this time. Your luck ends here."

"Oh, you're on!" Heather sat up and reached for her bag. Then, she looked at me. "You in honey?"

While I felt my competitive side ready to go, I also just wanted to relax. Plus, I could tell she just wanted to cream him. No reason to rob her of that.

"Nah, I'm good. Kick his ass."

She smiled and kissed me on the cheek. "Suit yourself. But, you are still my distraction." As she pulled out the Uno deck, she raised her voice to the room. "Anyone want to join us? we need players and at least one male distractor."

"Distraction?" I looked at her, confused.

She looked at me with puppy dog eyes. "Of course, babe. Don't make me choose someone else."

Suddenly memories flooded my head of our personal rules for Uno. Lana came up with them a few months ago and they've been our way to play ever since. A group of friends played cards while a separate group did their best to distract them using only their mouths and hands. A player wins if they can focus and win the game normally. A distraction wins if they can get their partner to cum. As soon as someone came, they were out of both games. And the distraction had to honestly try. Though, a chance at some sex afterwards was always a good incentive. I remember many games where I was Heather's distraction or her mine. We both knew how to drive the other wild and we loved to tease the other into losing. Either way, we won.

I grinned and pulled back a chair for her. "I wouldn't dream of it."

As she sat down, I saw a few people take Heather up on her offer. Our friends Peter, Julie, and Briana came over to play. Peter was a tall red head. He didn't have much muscle, but he managed to avoid looking like a twig. He was also known for having a big heart, always doing what he could to help his friends. He took a seat at the table, glancing around at his competition. Julie was the typical goth girl with constant black outfits and eyeliner. Her hair was died blue and hung just past her ears. She was shy and rarely showed her body. But, when she did, it was hard to miss. She gave Peter a soft smile before taking a place between his legs. Briana was Cuban and had the bronze skin to prove it. She always wore revealing outfits to show off her tone body and today was no different. I could see her nipples poking out through her thin tank top. There was eagerness in her eyes as she moved in front of Ryan.

Not wanting to hold anything up, I took my place in front of Heather. I could hear her shuffling and gloating above the table, but my focus was on her jeans. I quickly unbuttoned and shimmied them down her legs until I had a clear view of her panties. This morning, I only had a quick look at her legs before she covered them, but now I got to see them in all their glory. I loved how smooth they were and how well the panties hugged the skin. Behind me, I could hear Julie and Briana unzipping their partner's flies as well, getting ready to begin. Then, the three of us sat and waited.

Above us, we heard cards get dealt then a pause as Heather said, "And..... Go."

I started off simply by tracing my fingers across her skin. My tips moved up her legs slowly, teasing her with each inch. As soon as I reached the edge of her panties, I started to rub them gently. They felt silky smooth to the touch and I made sure to span the length. A wet patch started to form and I made sure to focus on that. I smiled as she squirmed slightly, followed by her swearing. Ryan laughed before he inhaled sharply, telling me Briana wasn't holding back either. Deciding to up my game, I moved to the top of the wet spot and quickly found her hidden clit. I focused my efforts there and was rewarded with some sweet moans and a few more swears. The wet spot grew and soon her panties were soaked. I tasted my fingers and found I wanted more.

She squeaked slightly as I spread her legs and moved my head closer. I could smell her intoxicating arousal. Slowly, I reached out my tongue and licked the wet spot on the panties. I could taste her sweet juices and enjoyed the taste even through the cloth. I continued to lick, slowly making the wet spot larger and her moan through her games. But I knew this wouldn't be enough to make her cum. I had to step it up.

Gently, I laced my fingers around the panty line and pulled them aside. They stuck to her with all her juices, but eventually came free. I saw her bare pussy and I smiled at the sight. It looked delicate but eager as her nectar coated every inch. With my own eagerness, I closed the gap and started licking once more. My actions were rewarded with a sudden wave of moans from Heather and some snickers from the others. I heard her falter a few times and I knew I was hitting the mark. Her game slowly grew worse as I matched each twitch with another lick. From then on, it was an endurance game for her.