Flowering Flatmate Friendship

"I like playing dress-up," Janelle said. "Bill, I'm going to need a penis to try these on." Bill sat up on his knees and held his hips out toward her, his erection hanging in the air. "I kinda doubt 'large' will fit, but let's start there just in case." Bill enjoyed Janelle's gentle touches as she held his dick in place and then started rolling down the first condom. It was extremely tight and wouldn't go more than a couple inches.

Amanda shook her head. "Don't break it off before I get to ride. Size 'large' is too small. Next!"

To Bill's relief Janelle rolled it back off. The size 'x-large' was better, and she was able to roll it all the way down. It was quite tight, though.

"Let's try the magnum size, to see how that fits," Amanda said. Janelle rolled off the 'x-large' and replaced it with the 'magnum.' "Well, that looks perfect," Amanda said. "Snug, but not cutting off circulation. How does it feel, Mr. Magnum?"

Bill laughed. "This works. Thank you, Janelle, for your tender ministrations."

Amanda fell back on the bed and spread her legs apart. "Alright, stick it in!"

Bill laughed again. "Absolutely not. That was a bullshit first orgasm I gave you. I need to do better."

Feeling some confidence, Bill started by stroking Amanda's body. He ran his hands up her arms and shoulders, pausing for a moment on her small breasts to gently pinch her big, beautiful nipples, so dark and alluring. Then he resumed stroking down her firm belly, along her inner thighs and calves down to her feet. Then back up more slowly, eventually bringing his hands to rest over the soft black hair between her legs. He held them there, pressed against her and feeling her warm wetness, while he took a breath and brought his face down between her legs.

Her scent in his nose again affected him powerfully. It reinforced his feelings of affection and tenderness, his desire to care for her, his newfound connection to her. This woman was about to give him her virginity, in the narrow and specific sense of penile penetration at least, and he wanted to make it special for her.

Thinking back to how Amanda had guided him when they worked their team magic on Janelle, he tried to duplicate the routine. He gently pinched all along her hairy outer lips, pulling them in every direction. He pushed his thumbs up over her opening, across the delicate petals of her labia, and then against and over her clitoris. He was pleased to feel its firmness under his touch, to know she was aroused. Several strokes along the full length of her cleft produced more wetness, and even a small sigh.

Bill moved his attention back down to her opening. He traced his fingers around it, thinking about how privileged he was to be the very first to penetrate it. With affection and tenderness, he gave her little kisses up and down the length of her slit, relishing the feel of her soft hairs on his lips and the lovely smell. Finally, he opened his mouth and pressed it against her open pussy, tasting her arousal for real. His head swam with delight at the intimacy, and he pressed his tongue gently against her virgin opening. Closing his eyes and holding his face perfectly still against her, he sent thoughts of love and friendship to this generous woman.

He felt fingers stroking his hair and looked up over her taut belly and erect nipples to see Amanda watching him happily. Bill dragged his lips up until they were fastened over her clitoris, and he felt her fingers tighten on his head. Gently drawing her firmness into his mouth, he pushed his tongue against it and heard Amanda sigh as she pulled it back out. Amanda's clitoris was significantly larger than Janelle's, but it fit perfectly in his mouth. Her hips pushed back into his face, her hands holding his head against her, and he drew her clitoris into his lips again, and then let her pull it back out. He kept his eyes locked on hers as she set her own pace, moving her hips slowly at first but gradually increasing speed. She bit her lower lip in concentration, sighing each time her hips pulled her clitoris out of his lips.

Amanda's hands on his head tensed and held him tighter. His mouth was getting tired, but he kept it firmly cradling her precious nub. He felt her thighs moving up and down against his head. He saw sweat on her firm belly and perfect breasts. Her nipples pointed to the ceiling and looked delightful to suck, but he knew this wasn't the time. She kept watching him, the pitch of her sighs getting higher and higher. Beneath his chin he worked his thumb down, down to the opening of her vagina and pressed it flat against, not penetrating, and circled it.

Amanda clenched her eyes shut and gasped as her thighs clamped against his head and her hips flew into the air. Her powerful grip kept his head pressed against her clitoris as she cried out in pleasure, his chin and thumb suddenly much wetter than they had been. Just as suddenly she ripped his face out from between her legs and rolled onto her side, hugging herself as her body jerked. Instinctively Bill climbed up beside her and wrapped his arms around her, holding her tightly as her body spasmed again, and again, and again. As she calmed down, she grabbed one of his hands and squeezed it. Bill leaned his head against her sweaty shoulder, feeling proud of what he had done.

He didn't know how long they lay there together, sharing the moment in joyful companionship, when a wet sound brought him out of his reverie. He looked over at Janelle and saw she was fingering herself noisily.

"Oh my god, you guys," Janelle said, "That was so fucking hot. I was wrong--Amanda totally is a gusher."

Bill watched Amanda open her eyes and roll them briefly before sitting up. He was pleased to see they both felt annoyed at Janelle, and he was pleased that Amanda gave his hand another squeeze.

Ignoring Janelle, Amanda grabbed a bottle of lubricant from the box and held out her hand. Bill sat up on his knees and held his dick out, still wrapped in the condom but only half erect. She dripped lubricant on it, and then slowly rubbed up and down its length. It felt wonderful to be caressed by her, and he was soon fully hard again. He saw Janelle was right, there was a wet spot on the bed where Amanda had cum. He was secretly immensely proud he had done that to her. Putting down the bottle, Amanda pushed Bill down on his back against the pillows, fortunately in a dry spot on the sheet, and straddled him. She swiped his tip up and down the length of her pussy a few times before holding it down at her opening, where he felt just the head of his cock lodge snugly there.

Amanda bent down and put her head beside his, her lips at his ear.

"Do you still want me to be your first?" she whispered.

"More than anything," he whispered back, running his hands up and down her back.

"I'm so glad," she said, putting a hand against the side of his head as he felt her hips push down against his impossibly hard cock. The tip pressed against something but went no further. Amanda took another breath and pushed down harder, and he felt something give. Amanda gasped in his ear, and he felt tight snugness enveloping half his length. With one hand he caressed her back, and the other he stroked her head, pressed against his. He smelled the sweet clean sweat of her exertion.

After a few more breaths, Amanda inhaled deeply and then pushed down again. Bill felt himself penetrate farther until her soft bush was enmeshed with his. He was buried to the root inside her.

Amanda exhaled sharply, letting out the breath she had been holding. She pulled her head back to look at him, and he saw joy on her face.

"We did it!" Amanda said. She looked over at Janelle. "We did it!"

"I see that!" Janelle said, laughing and stroking between herself between her legs.

Amanda turned her smile back to Bill, and then looked down to where they were joined. He looked down too, fascinated to see her wrapped around his straining cock, her clitoris very stimulated. Amanda raised her face again and they smiled at each other. Bill knew he had chosen the right person to take his virginity. They were connected physically at their genitals. He put a hand over her heart, its joyous beat beneath his fingertips, to touch the place they were connected emotionally.

"Are you hurt?" Bill asked.

"No. I mean, there was a flash of pain but not anymore. This feels... good."

Amanda bent down and pressed the side of her face against his. She raised her hips and he felt himself slide part way out of her before she pushed back down. Amanda sighed from being filled, Bill sighed from being enveloped, and Janelle sighed from watching them while fingering herself. They all giggled.

"This isn't so bad," Amanda said with another giggle.

Bill brought his hands around to her small bottom and pulled it down into him as he pushed his hips up, compelled by the irresistible pleasure of being inside her. Amanda sat up and moved her hips in rhythm with his as she rubbed her clitoris. Bill watched her beautiful body as their hips ground together, her large erect nipples bouncing just slightly atop her small breasts.

The pleasure he felt was incredible. Nothing in his life had prepared him for something to feel so good. Being buried within this woman, sharing this experience with her, made him feel elated. He never wanted it to end, but he felt the pleasure building too fast.

"I'm about to explode," he gasped.

Amanda furiously rubbed her clitoris as she moved her hips even faster. Bill felt electric pleasure shoot up the length of his shaft as he ejaculated, thrusting hard again and again as he pumped deep inside her. His body took over, desperately trying to push as deeply into her as possible. Amanda gasped, and her body jerked as she had her own orgasm. Beside them Janelle made little squeaks as she came along with them.

With a deep breath, Amanda dropped forward to rest on top of him. She moved to pull off him, but he squeezed her close. Bill wondered how many virgin's first time involved three orgasms.

"Please, just stay another minute," he whispered.

She relaxed into his arms, nuzzling his neck. He stroked up and down her back, enjoying the closeness as he felt his no-longer-virgin-dick relax inside of her. Together their breathing slowed to normal. Janelle scooted up beside them.

"Oh my god you guys, that was sooooo hot!" Janelle said. Bill refrained from rolling his eyes, even though he wanted to. If he could change one thing about his first time having sex, it would be not having Janelle there. But like it or not, she would forever be part of him losing his virginity. Selfish and annoying though she was, she was part of this moment.

"It was pretty hot," Bill agreed, and in that same moment his shrinking dick pulled out of Amanda with a sudden pop.

"That tickled," Amanda laughed. She rolled off Bill, landing between him and Amanda, and reached her arms above her head in a big full-body stretch. Bill admired her muscles stretched over her frame. "Mmmmmm I feel good all over. I admit it was pretty cool when I could feel you cumming inside me. I wasn't expecting that. Overall, I'd say penises aren't as pointless as I had thought. But I also feel like we need fresh sheets and a shower." Bill looked down at his shriveled dick and saw just a little blood on the condom. It was very brave what Amanda had done.

"And then it's my turn with the penis!" Janelle said. Bill laughed inwardly again at 'the penis', trying to accept Janelle for what she was. "I mean, if you still want to, Bill," she added.

Janelle may be a fundamentally selfish person, but this whole amazing day was thanks to her. Between her beautiful thighs he had discovered his connection with Amanda. He was happy to give her what she wanted.

"Of course I do!" Bill answered, and Janelle smiled brightly.

Together they put fresh sheets on the bed and then walked back to the bathroom. Amanda sat down on the toilet and laughed.

"Quite a lot has happened since you last saw me like this, B.B." She started urinating loudly. "When you went back to your room that night and beat off to the vision of my vag, did you know you had just viewed that which would soon vanquish your virginity."

Bill felt his cheeks redden with embarrassment that she knew he had masturbated afterwards.

"Janelle, look at his cheeks turn red! That is so cute! B.B. do you honestly think I wouldn't know you'd have a wank after seeing my snatch? I'm friggin' hot. If I had seen me, I would have rubbed my clit raw afterwards." Amanda wiped and flushed, and then Janelle sat on the toilet. Stepping into the shower, Amanda said, "The real question is, did you hear us through the wall? Were you stroking your stiffy to the sounds of sapphic satisfaction?"

Amanda mimed stroking an invisible dick with her other hand to her ear. Janelle burst out laughing, her breasts jiggling delightfully as Amanda started the shower water.

Bill's embarrassment was acute, but it also seemed pointless under the circumstances. He shrugged. "Hell yes I did, that was hot as fuck." The women laughed some more, Janelle's breasts attracting his gaze with their dance. She noticed him staring and spread her legs wide on the toilet. Bill's eyes locked on the pinkness revealed within.

"I wonder what would have happened if you had walked in on me instead," Janelle said as a gentle stream started flowing into the toilet. Bill watched in fascination, surprised at how arousing he found it. "Uh oh, looks like somebody likes to look at pee-pee!" Janelle laughed, the stream shaking with her movements until it slowed to a dribble and then stopped, a few drops clinging to inner lips.

"Looks like it would have been the same outcome," Amanda said, stroking a bottle of shampoo like a penis and then squeezing it to squirt a glob on the shower door. They howled with laughter at this.

When the laughter died down, Janelle tore off some sheets of toilet paper and handed them to Bill. "Dry my pee hole, you pee peeper!" she said, laughing some more.

Holding the wad of toilet paper in one hand and feeling a little tired of being laughed at, on a whim he reached his empty hand between her legs and touched his bare fingers to her pee-soaked lips. He gently rubbed pee all around her pussy, wiped his fingers with the toilet paper, and tossed it in the bowl between her legs.

At first Janelle was frozen in shock, but it set Amanda roaring with laughter again and after a second Janelle joined in too.

"Touché," Janelle said as she flushed and stepped into the shower with Amanda.

"How are you going to pee with that?" Amanda asked, pointing at Bill's semi-erect cock.

Bill showed an exaggerated expression of contemplation and then turned his back to them, standing over the toilet bowl. "I certainly can't do it while you ladies are in sight. Please do me a favor and don't make any sexy sounds." As expected, he immediately heard the opposite of what he requested.

"Oh JanELLE," Amanda said in imitation of a porn actress voice. "What are you doing to my PUSSY, you naughty girl?"

Bill tried to ignore them and after several seconds of staring at a blank spot on the wall and trying to make his mind match it, he was able to relieve himself in the toilet. The women applauded as he flushed and joined them in the shower.

"What a big manly pee-pee in the potty," Amanda said.

"I went 'pee-pee in the potty' when I was but a boy," Bill said, soaping himself. "I go 'pee in the pot' now that you made me a man."

"Janelle, did you hear that? We have a MAN sharing our apartment now. How much more rent should he pay?"

Janelle wrapped a soapy hand around his cock. "He owes us one hundred percent more dickin'," she said with a laugh.

Afterwards, clean and dry, the three of them filed back into the bedroom. Amanda flung herself onto the clean bed sheets, spreading her arms and legs wide in a big stretch.

"No way!" Janelle said, rolling Amanda over to the side and taking her place. "It's my turn!" Janelle used her fingers to stroke her pussy and then pull the outer lips apart. "Come on, Bill!"

Bill shook his head with a smile and beckoned to Amanda. Whispering and giggling, they planned their attack. Bill's heart wanted to make love to Amanda again, but teaming up with her again as they pleasured Janelle was nearly as good.

When the whispering concluded, Amanda held her arms up for a "high ten." When Bill slapped her hands, she then thrust her chest against his like a high-school footballer as they giggled. Regaining her composure, she looked down at Janelle who was impatiently stroking herself.

Amanda bent down and kissed Janelle deeply on the mouth while Bill fastened his lips on one of her large breasts. With their hands they gently caressed all over her body. His hand and Amanda's converged between Janelle's legs and they stroked her together while their kisses moved down her body. Soon he once again found himself happily snuggled up against Amanda as they faced Janelle's beautiful pussy.

They took turns giving her teasing kisses up and down her outer lips until Janelle's moans became too impatient. Amanda nodded to Bill, who moved aside as she brought her mouth hungrily against Janelle's clitoris. Janelle sighed in appreciation. Bill was surprised to find himself jealous of Janelle, wishing Amanda were kissing him instead.

Bill admired Amanda's body as he gently stroked her back, down her bottom and along her bent knees. He felt so much more than lust for Amanda. Bill knew it was unwise, to say the least, to fall for a lesbian. He tried to keep his feelings under control.

Remembering his role, he arranged himself on his back with his face beneath Amanda's pussy. He kissed the insides of her thighs as he stroked her firm bottom. Above him, her erect clitoris poked out, just begging for attention. He gently pulled her down to his face, breathing in her scent as he nuzzled her soft hair with his nose. As he brought his tongue out and tasted her arousal, his mind went blank with contentment. He forgot about Janelle. He forgot about his own arousal. All he wanted was to feel this intimacy with Amanda and give her pleasure. He fastened his lips around her clitoris and felt her hips move against him in a familiar rhythm.

Bill felt his face get wetter as he sucked her faster and faster. He could hear both women moaning in pleasure, but Janelle was clearly closer to cumming. He increased the intensity on Amanda's clitoris just in time to hear Janelle cry out and then feel Amanda's hips lurch against him as she cried out as well. He stopped moving and just held his lips to her and enjoyed feeling her vibrate with energy as pleasure coursed through her.

After taking only a few seconds to recover, Amanda pulled herself off his face and he sat up. Janelle's pussy was looking very wet, and she smiled at him. Bill felt his cock jump back to fully erect. As much as he only cared about being with Amanda, it would be quite nice to give Janelle what she wanted.

Amanda tore open a condom. Bill leaned his hips toward her and was pleased to see her caress his chest and his belly. She kissed her fingertips, and then touched those fingers to the head of his dick. Speaking at his penis, she said, "Give that to Janelle."

His cock now impossibly hard from Amanda's attention, he watched her roll the condom down over it. Looking at how wet Janelle was, additional lubrication hardly seemed necessary, but Amanda pulled out the bottle anyway. She carefully rubbed lubricant up and down the length of his dick and then all around Janelle's opening.

"Are you sure you want this nasty thing inside you?" Amanda asked her.

Janelle's head nodded vigorously. "Oh god, I want it so bad."

"Even though there is a man attached to this dildo?" Amanda asked.

"Who cares?" Janelle said, "I need that lovely cock." Janelle pulled her thighs open in invitation. "Oh please, can I have it?"