Flight of Fancy Ch. 03

As more of his white seed unleashed inside me, I placed my hands on his chest and lifted myself up while keeping my back arched. Soft moans continued to escape my lips and I saw my best friend's large breasts just inches from my face. Unable to resist, I leaned forward and sucked on one of her hard nipples while Tyler continued to flood my pussy. Usagi moaned loudly as I flicked her bud with my tongue and her hands grabbed my head and pulled my head even closer against her breast. I never imagined doing something so dirty and naughty and it was making my head spin.

After what felt like forever, Tyler's cock stopped pulsating and my pussy was so full of cum that I felt some of it leak out even with his cock still buried inside me. Letting go of Usagi's nipple, I slowly raised my pussy up his long shaft and when his bulbous cock-head popped out, I gasped. Soon, a rush of cum started to leak out of my pussy before I rolled over to the side of him and laid on my back. I was still breathing heavily and my body still periodically spasmed from lingering jolts of pleasure.

Peeling some of my sweaty hair off my face, I saw Usagi lean forward over Tyler's body. When she grabbed the base of his cock and immediately swallowed his massive cock-head, I felt another sharp jolt of pleasure. Oh my god, what was she doing? It was covered in both my pussy juices and his cum, but she was passionately sucking on it. She soon switched and started to lick the entire length of his shaft, collecting large globs of cum on her tongue. I watched stunned, and was amazed at how dirty she could be.

Once she licked it clean, she pulled up her head, looked at me, and said, "He's still so hard."

Out of the corner of my eye, I saw Tyler raise his hands and smacked her ass hard, making her body quiver while she moaned. He was still licking her pussy and as he continued to smack her ass causing her eyes to roll back inside her head. Quickly recovering, she opened her mouth and devoured his head again. Like a woman possessed, she bobbed her head quickly and pumped the rest of the shaft that she couldn't fit in her mouth. She was worshiping his dick and I heard him moan loudly.

Pulling her mouth off his cock, she took some deep breaths and I heard Tyler say, "Fuck, you're gonna make me cum again if you keep that up. But first, I wanna see how it feels to have your insane breasts wrapped around my cock."

Gently pushing her off his body, he swung his legs, stood up, and said in an authoritative voice to Usagi, "Sit on the edge of the bed."

She quickly complied and I saw Tyler immediately grab her breasts while he said, "Shit, your tits are perfect, just like Yumiko's ass."

Unable to resist joining in, I crawled over to Usagi and felt some of Tyler's still hot cum leak out of my pussy. Kneeling directly behind her, I pushed my breasts against her back and leaned my head forward so I could start softly kissing her neck. She moaned softly and I moved my hands in front of her to start playing with her large breasts along with Tyler. Out of the corner of my eye, I saw her drop a hand down to her pussy where she started to play with herself while squinching her eyes shut in pleasure.

Tyler's hands fell away from her breasts and he repositioned himself even closer to her. He grabbed his goliath-sized cock in his large hand and pushed it between her breasts. Following his lead, I squeezed her large breasts tightly together, completely enveloping his dick. Still slick from Usagi's saliva and my lingering pussy juices, he started to easily glide his massive member up and down. Mesmerized by the sight, I stopped kissing my best friend's neck so I could watch.

As big as Usagi's boobs were, they were barely able to fully wrap around Tyler's giant cock. He was also so long that after fully pushing his cock between her breasts, his cock-head protruded a couple of inches above her soft tits. Watching it happen right in front of me made me bite my lip in lust, and I could only imagine how it must have felt for her. Wanting my best friend to feel as good as possible, I moved my mouth to kiss her ear before sucking on it softly. I remembered her saying once how sensitive her ears were during sex and I was rewarded when her body shuddered and she moaned even louder.

Increasing his pace, Tyler started to slide his cock between her breasts faster and faster. Usagi started to thrash her head from side to side as pleasure continued to mount and she soon turned her head to kiss me. Squeezing her breasts together even tighter, I kissed her back and felt a rush of arousal wash over me. I bit her lip slightly and it made our kisses even wilder. My head was swirling in pleasure and I groaned in my throat as we kissed.

"Fuck, you two are too fucking hot together," he groaned and I saw him pull his cock out from between her breasts.

Breaking our kiss, we both looked at him with our faces pressed up against each other. He was stroking his dick and it was pointing right at us. I figured he was about to cum again and I gave him a look that screamed I wanted more of his delicious cum. I shivered in anticipation and I wondered if my best friend felt the same way.

With a loud groan from Tyler, I saw a thick rope of cum shoot out and splatter against Usagi's face. I saw him move his cock slightly so it was pointed at me and another thick rope of cum splashed against my face, making me gasp. I watched in pure astonishment as his cock continued to release endless streams of cum and started to blanket our faces. His cock kept pointing back and forth between us and it wasn't long until our faces were covered in his hot, white cum.

My face soon felt completely drenched and I saw him lower his cock and started to unload even more cum on Usagi's breasts that I was still squeezing together. I watched as a nonstop stream of his seed landed on them and it wasn't long until they were almost fully covered. I was shocked that he still had so much cum saved up that he could put on a display like this. Seeing her breasts utterly drowned in cum, I couldn't help but feel a bit jealous. I loved how his hot cum felt against my smooth skin and I knew someone like Usagi would feel the same way.

After expelling an enormous amount of cum, he seemed to finally be empty when only a trickle of cum leaked out of his dick. I was left wholly awestruck by what just happened and felt some of his hot seed start to slide down my face. However, Usagi was still clearly lost in the throes of passion. She was furiously rubbing her pussy and I could feel her body begin to tremble. In a cry of pleasure, her orgasm unleashed itself and her entire body started to wildly shake. I held onto her tightly as her orgasm ripped through her and I could only imagine how good she must have felt.

Once her orgasm subsided, she leaned her head back against my shoulder and breathed heavily from the intense pleasure. Cum started to streak down her face and the depraved side of me suddenly went into overdrive. Leaning my face towards hers, I stuck out my tongue and licked off a huge amount of cum off her cheek. Swirling it in my mouth, I couldn't help but savor the taste. The sheer naughtiness of what I was doing made my body shiver.

Usagi finally opened her eyes and when she looked at me, I saw an intense look of lust. With our faces still covered in hot cum, she leaned forward and kissed me slowly, and sensually on my lips. I kissed her back and I softly squeezed her cum drenched breasts. My god, how did we end up here like this? Were we both really so starved for sex and so horny that we gave in to our most sinful desires?

Our kiss broke and as we stared at each other, I heard Tyler say above us, "Damn, you two really are insatiable. We should go get cleaned up though."

He outstretched his hand towards Usagi, and she grabbed it as she stood up. My hands finally released her breasts and I stood up after her. He led us to a fancy marble shower and it was so big that it easily fit the three of us inside. He turned on the hot water, and I felt it wash away the thick cum that was covering my face. While we focused on cleaning ourselves off, both Usagi and I spent way more time trying to clean Tyler rather than ourselves. Neither of us could resist running our hands along his sculpted body.

Once finished, we left the shower and dried ourselves off. Tyler finished quickly and left first, leaving Usagi and I in the bathroom alone. She turned to me, grabbed my shoulders, and gave me the widest smile while doing some sort of happy dance. She clearly didn't seem to regret anything and while I didn't either, I felt like my shyness was finally returning. Would our relationship be the same after this? Or were we going to be even closer to each other than ever before?

After we finished drying off, she grabbed my hand and practically dragged me out of the bathroom, excited to go back to Tyler. When we arrived back in the bedroom, we saw Tyler lying on his back in the center of the bed, his arms bent back and his head resting on his hands. Usagi walked over to his far side, got on the bed, and crawled over to him while I did the same thing on my side. Soon, we were both snuggled up next to him, our heads resting on either side of his strong, broad chest. He brought his arms down and I felt him push us even closer up against him. God, lying next to him felt so comfortable.

As much as I was enjoying this, I was surprised by how horny I still felt. While staring up at his face, I slowly extended my arm down and moved my hand to his soft, but still well-endowed dick. When I finally grabbed it, I was shocked that I felt another hand already on it. I looked down and saw that Usagi had the same thought as me. Even soft, his cock was big enough to fit both of our hands and we looked at each other in surprise and arousal. After we started to playfully pump his shaft, it didn't take long until he was fully hard again. We looked at each other in sheer astonishment.

Our shock soon turned to lust the longer we looked at each other and at that moment, I knew that none of us would be getting any sleep tonight before we left each other tomorrow.

~The End~