Changing Channels Ch. 05

"Oh... It's so big," Velma said as her fingers measured the width and then ran from top to bottom of its length. "I never thought that they were so big."

Peter smiled and asked, "So you've never seen a cock before?" As he asked he slid his arm a little farther around her, so his fingertips could brush across the cup of her bra. He took his other hand off of her hand and placed his on her thigh.

"Of course I've seen pictures before," she said as she continued to stroke his shaft on her own, "In medical books and some of the statues in the museums were nude. But none of them were anywhere close to this size." She never bothered to look up at Peter as she focus on the bulge in his pants.

"Well, I'm sort of a special case," Peter said as his hand began stroking her thigh. She was obviously getting turned on by this, as Peter could see her nipples making little points in the fabric of her bra. "I'm a bit larger than most guys down there. I can't believe that a girl as sexy as you has never seen a real cock."

Velma had seemed to completely forget about the beast that might be outside the van. There was nothing on her mind other than the rod in her hand. As she and Peter talked, she realized that she wanted to see what was making that bulge. "Can you take it out so I can see it?"

"No," Peter said in a tease, "But I'll let you take it out if you want to see a real cock." He adjusted his body to give her better access to his pants zipper.

She hesitated for a moment and then reached for the button on his jeans. It popped open easily as the pressure from his cock forced it open and then she pulled the zipper down all the way until she could see the root of his cock.

"You'll have to pull it out. These pants are too tight for it to get out on its own."

Velma wrapped her fingers around the base of his cock and tried to pull it out, but while it was hard, it was trapped underneath the fabric of his pants. She pulled and tugged and tried to turn it to let it out, but there was no way to free it. "It's so hard. I think it's stuck," she said in frustration.

"Let me help," Peter said. He stood up, leaning over not to bang his head on the roof of the van, and dropped his pants. As he did this, his large cock sprang free and pointed itself right at Velma's face. Before he could sit, her hands had quicky moved to the cock and she gripped it with both of them as she examined the shaft.

"Oh my," said as she looked at it totally exposed now. Her two hands only covered about two thirds of its length and her fingers couldn't even wrap all the way around it. "Its so big!" She ran her hands over it and then lifted it to see the large sac hanging beneath the base of his shaft.

As she played with his cock, Peter put his hands on her shoulders for stability. As he leaned towards her the cock got even closer to her face.

She got an even closer look and saw that a small glob of white liquid had appeared at the slit in the large head of his cock. "Does it hurt," she asked as she tilted the shaft from side to side.

"No. This feels fantastic," he said as he looked straight down into her deep cleavage. "Do you know what would feel even better though, Velma?"

She finally looked up at Peter's face and shook her head side to side.

"You could kiss it for me."

"Really," she said with a surprised look on her face.

"Oh yes. I love it if you would do that for me. And if you did I could do something for you that you'd really like. What do you say? Could you?"

Velma looked back down at the cock in her hand for a moment and then nodded her head with a smile. She leaned forward and planted a kiss on the golf ball sized head and got a bit of the precum on her lip. She looked at Peter to see the grin on his face and then she kissed it again, this time a little bit longer. She began to kiss it again and again, moving away from then head and down the shaft. As she smothered the cock with kisses, she heard Peter say something about using her tongue and she flicked her tongue out to taste it. It didn't taste bad so she licked it again. Soon she was kissing and licking its entire length and the whole rod was slick with her saliva. As she heard Peter's moans, she smiled and began to work even harder, proud of the fact that she was pleasing him.

Peter thought that she was taking to his cock like a duck to water and he couldn't believe that she'd never done this before. As she focused on his cock and balls, he slid a hand around to her back and gently undid the hooks on the back of her bra. As soon as it was undone, his other hand slid the straps off of her shoulders, letting the bra fall off of her chest.

Her breasts were spectacular. They were large, round, creamy-white mounds with no sag to them because she was still young and always wore her bra, with large rosy nipples capping them off.

Peter immediately moved his hands to the twin mounds of flesh and began gently playing with them. They were firm but still soft and yielding in his hands. Her nipples were very hard and felt like pebbles scratching across his palms. As he continued to fondle the massive mammaries, she changed her tactics and took the head of his cock into her mouth. "Oh yeah, Velma," Peter said in encouragement, "That feels fantastic! You're so good at this!"

Velma was again encouraged by his words and tried to take more of the foot long cock into her wet warm mouth. She began to gag and pulled back, gasping for air as the cock head left her lips. She was about to try it again when Peter pulled away from her hands. She was a little disappointed that he was taking the cock away already.

Peter laid back on the shag carpeted floor of the van and looked up to Velma. From this view her tits looked huge as they hung over his head. "Now I want to do something for you," Peter said as he held his cock. "Take off your panties and sit down on my chest, Velma. Trust me, you're going to love this."

Velma hesitantly pulled off her panties and set then on the floor, her breasts hanging ponderously as she bent over. She moved over Peter and lowered herself until her wet pussy rested against his chest. She had her eyes glued to his cock, which was standing at full strength right in front of her. She felt Peter's hands grip her hips and pull her back, up his chest and she took the opportunity to lean forwards toward his cock. It was an inch away from her face and she was thinking about tasting it again when Peter gave a quick stiff lick to her pussy lips. "Oh! Oh Jinkies," she cried out as his tongue began assaulting her tender pussy lips. Her body trembled and her thighs clenched as intense feelings of pleasure raged through her.

Peter continued to lap away at Velma's moist slit and enjoyed listening to her moans as he did. He slid his hand up her back and gently pushed down on it, guiding her head towards his cock again. Her large breasts pressed into his stomach and the moaning stopped as her mouth was filled with cock again. All he could hear between the lapping of her pussy was the slurping sounds of her lips around his cock. She was doing great for a first time cocksucker and was very enthusiastic about it, taking more and more of the cock into her mouth with each stroke.

She continued to suck and lick her first cock until she felt her first orgasm coming on. At first it started as a spasm in her pussy but it grew quickly causing her whole body to begin to shake. As it crashed through her, Velma's thighs clamped down tightly on the sides of Peter's head and her pussy gushed it's juices all over his mouth and neck. Velma pulled her mouth off of his cock as she let out a scream of ecstacy. "OOOHHH, FUUUUCKING JINKIES!" Her voice wavered wildly as she continued to cum, her years of pent up passions being released. As the feeling left her, her legs unclenched, releasing Peter's head, and she rolled off of him. She lay there on her back, breathing heavily.

Peter moved above her, holding himself up with an arm on either side of the busty brunette. "Did you like that, Velma," he asked as he leaned down to take one of her stiffly erect nipples into his lips.

"Mmmmmmm," she moaned as he sucked on her tit. "That was unbelievable..." One of her hands had slid down to her crotch and was fingering the wet folds of her pussy.

Peter released the nipple from his lips and moved his face close to hers. "I'm glad you liked that. It was a lot of fun for me too," he said as he grinned. He leaned in closer to kiss her on the lips, giving her a taste of her own juices. His tongue darted into her mouth and she responded by doing the same. Peter moved his hips so that the head of his cock nudges against her hand that was covering her pussy. "Would you like to try some thing that's even more fun," Peter asked.

Without a word, Velma removed her hand from her pussy and gripped his cock. As she pulled it forward, she whispered to Peter, "Do it. I want it inside of me, Peter. Make me a woman."

His cock easily pushed into the readily accepting opening of her pussy, which was just a wet as ever from his tongue lashing. As the head pressed past her lips, Velma let out a little squeal.

"OH! It's so thick!"

"We haven't even started yet," Peter said as he kissed her again and pushed his cock forwards. Velma was extremely tight and he had trouble moving forward very quickly into her virgin cunt after the first couple inches were already in her. Slowly he would push in and then pull back when Velma looked like he had gone too far. As he did this, she adjusted to his size until she was letting out long low moans with each in-stroke. Peter watched as her large natural breasts rolled with each thrust, and every once in a while he would lean in to kiss a nipple or suck at some tit flesh.After getting most of his cock into her tight canal, he started to increase his speed. As he drilled his cock into her again and again, Velma was definitely letting him know that she liked it.

"Yes, Peter! Give it to me! I love your cock... I can't believe that I waited so long to try this!" Velma let out a little huff of air every time that Peter thrusted forward, almost as if she were giving birth. Her tits were jumping wildly now, moving up and down her chest, threatening to slap against her chin on the up swing. She had reached down and gripped Peter's buttocks trying to pull him deeper into her. "Oh Oh Oh Oh Oh Yesssssssss," she cried as he repeated imapled her on his rod. Peter felt her pussy begin to gush again and knew that she had cum for the second time before he had even cum once. He quickly rolled off of her and as he laid back next to her, motioned for her to climb on top of him. She crawled over him and began to sit down on his cock as she faced him, but Peter placed his hand on her shoulder and said, "No, the other way. Sit down on my cock and lean back towards me so I can hold those gorgeous breasts of yours..."

Velma followed his command and turned her self around so that she was facing the back of the van, but she never let the head of his cock leave her pussy lips. She gently lowered herself down onto the shaft again, savoring the sensation of being stretched so far once again.

"Now lean back and put your hands on my chest," Peter instructed her.

She leaned back til she her hands pressed against his chest and at the same time, Peter's hands came up and cupped her mammoth set of tits.

"Now you just do whatever you like," Peter said as he gave one of her nipples a tweak.

Velma began to push herself slowly up and down the cock, never letting it get more than halfway out of her pussy. She rolled her hips as she did this, letting his cockhead probe and push into different directions inside of her. While she was doing this, Peter's hands continued to play with her tits, squeezing and caressing, lifting and kneading. "Mmmmmm," Velma said as she bottomed out on the cock and peered over her shoulder at Peter, " I think it's time to pick up the speed again..." She began rolling her hips faster and bouncing up and down on his huge cock with wild abandon.

The weight of her bouncing tits in Peter's hands was amazing and as he gripped them, he was also lifting his hips to meet hers, trying to fuck her even harder.

"OOOH! FUCK!" Velma yelled as she continued to ride Peter like a rodeo bull. "OH GOD! I'M GONNA CUM AGAIN!" The nerd-turned-cockslut went crazy on his cock and began slamming her hips against him. "UH UH UH UH UH UH! HERE IT CUMS!" Velma's body began shaking once again and Peter was about to release his load as well when the back door of the Mystery Machine swung open.

"Velma! Where are–" The voice stopped suddenly.

Peter looked around Velma's shuddering sweaty body to see a bewildered Daphne standing in the doorway, eyes wide open and her mouth hanging wide in shock. The sight of her nerdy best friend naked, fucking a cock reverse cowgirl style, and in the middle of an explosive orgasm seemed to have temporarily blown a fuse in her brain.

Velma opened her eyes as she came down from her climax and saw her awed friend in front of her. "Daphne!" Velma cried out as she wrapped her arm over her ample bosom and pulled off of Peter's still raging hard cock. As soon as her pussy left his cock and left it standing at full mast in front of the girls, Daphne let out another loud gasp.

Peter saw the redhead staring at his cock and sat up in the van. "Uh, hey, Daphne," he said with a smile. In the light of Daphne's flashlight, they could see Velma's pussy juices glistening on his cock and Daphne looked over to her naked friend.

"I'm sorry," Daphne said, finally finding her voice. "I heard some screaming and I thought that Velma was in trouble...."

"Did you catch the beast," Velma asked as she squinted at the flashlight and tried to hide her naked body.

Daphne continued to stare at the monster cock a few feet in front of her. "Yeah, Freddy and Shaggy have him pinned down. It turns out it was just another old guy in a monster suit again. They sent me to get some rope from the van." Daphne pursed her lips and gave a hint of a smile. "but it looks like Velma caught a real monster of her own. Yes, she did..."

"I... uh, I mean, we were just..." Velma stuttered as she tried to explain the situation to Daphne.

"I can see what you were doing, Velma," Daphne said as she leaned into the van. "That much is pretty... obvious." The whole time Daphne was speaking, she was eyeing Peter's cock. "I just never knew what a hottie you were." She glanced to the side to take in the sight of Velma naked, then she crawled into the van between her two sweaty friends. She pulled the van door shut and looked back to them. "I just have one question. Is this a private game or can anybody play?" As soon as she said this, she the bottom of her purple dress pulled her it up over her head, leaving her clad in only a pink pair of bra and panties and matching pink stockings.

"Daphne!" Now it was Velma's turned to be shocked by her friend as she watched the redhead strip in front of her. "What are you doing? What about Fred?"

"What Fred doesn't know won't hurt him. Besides," she said as she reached back and gripped Peter's rod, "I've never seen a cock that big before and I'm not going to let it get away before I have a chance at it." She stroked the cock, still slick with her friend's juices, and then laid down on the floor, laying her head on Peter's legs. "It looked like you were having quite a bit of fun when I interrupted you two. Why don't you show me what you can do with this thing, Velma?"

Velma looked nervous. Having sex with Peter was one thing, but doing it with her friend was quite another. She looked to Peter for help.

"Go on, Sexy," Peter said. This was more than imagined he was going to find here and he wasn't going to let an opportunity for a threesome with two of his childhood crushes get away. "Show her what a good job you can do with my cock."

Velma decided that if Peter was okay with it, she could be too and she laid down beside Daphne on the carpeted floor.

Daphne still had Peter's cock gripped in her hand and she tilted it towards Velma's face. "Here you go, Velma. Show me what you've got."

Cautiously, Velma wrapped her fingers around the cock again and slowly licked the head while she watched Daphne watching her. As she kissed the cock and tasted hr own juices on it, she saw her redheaded friend slowly slip her fingers under the waistband of her panties and begin pleasuring herself. Velma realized that being watched was kind of a turn on for her and she begin to suck on Peter's cock with more gusto while she listened to the moaning of the other two people in the van.

Daphne was playing with Peter's balls as Velma sucked him off and pulled her other hand out of her panties, her fingers still damp with juices. She reached across to her friend and began to run her hand over her globular tits.

Velma felt a electric tingle as Daphne began to caress her tits. She had never had any kind feelings towards her friend but she had to admit that it felt very arousing. As she looked over to the trim body of her friend, her eyes were drawn to her fine pair of breasts encased in her lacy pink bra. They weren't near as large as her own but they looked delicious at any rate. She kept her focus on the cock deep in mouth but reached across to Daphne's chest and gently pulled her bra strap off of her shoulder. The cup fell away to reveal a lightly tanned perky breast with a rosy pink nipple. Velma ran her fingers over the soft smooth skin of her friend's breasts and played with her pointy nipples.

Daphne moaned and then smiled at her friend as she scooted up closer to her and Peter's cock. The two girls' bodies were pressed up against each other now as the redhead joined Velma in sucking on the huge cock. There was plenty of room for one to suck on the head while the other slurped up and down the shaft, bathing it in their saliva. She moved her hand from Velma's huge breast slid it down her stomach. Her fingers easily slid into her friend's newly stretched and sopping wet pussy.

Peter propped himself up and watched the two girls as they sucked on his cock and began to fondle each other. After a blowjob, fucking Velma and now receiving a double blowjob, he was about to blow his load. The fact that the two girls had now begun humping each others legs and moaning loudly around his cock wasn't helping the situation any. He watched as they really started going to town on each other, grinding their pussies upon each other's thighs. He felt Daphne take his balls in her mouth once again and he knew that his time had cum. He leaned forwards and then grabbed the backs of each of the girls heads. "I'm gonna cum," he growled as he gripped their hair and felt his balls tense up.

Daphne eagerly opened her mouth in anticipation of his load and Velma quickly followed her lead and placed her head cheek to cheek with her friend as they continued to hump each other's thighs. Both of the girls tongues were lapping away at Peter's cock and they would run up against each other. As soon as the his cockhead began spewing its seed into the air, both of the girls tried to catch it on their tongues. Some of it did land in their mouths, but a majority of it splattered onto their faces and some in their hair. Velma's glasses were frosted with a good amount of cum and Daphne looked like she had one eye plastered shut by the gooey white cum. The two girls continued to increase the tempo of their grinding until booth of the girls embraced each other and began spasming in orgasm. After their climaxed subsided, they let go of each other and rolled apart, so that Velma's head rested on Peter's stomach and Daphne's rested on his thigh.

"Oh man, Peter," Daphne said as she licked away some of the seed from her lips, "that was a huge load." She ran her fingers across her cheek and gathered the splash of cum there before depositing the glob into her hungry mouth.