Friends: Staying in Phase Three


Chantal spread Rachel's legs and pushed her breasts between them. Then she took one and began rubbing her hard nipple against Rachel's clit.

Rachel laughed slightly in disbelief. She'd never thought of that before, but it was so fucking erotic. She moved her hips up and down, rubbing the full length of her spread lips over Chantal's breast.


Monica and Michelle moved to the couch, where a white bra went flying. Michelle began licking Monica's breasts. Monica ran her fingers through short blonde hair. It was cut in a bob that curled out at the bottom, and she played with the curl as her breasts were licked.

"Oh, Michelle. Yeah, that's it. Lick my tits. Mmmm, yeah. Suck my nipple... oh god... now the other one... yeah, suck that one... oh... oh yes."

Monica took her partner's face in her fingers and brought it up to her waiting mouth. Monica kissed her, probing Michelle's mouth with her tongue. There was an intensity, as if this would be the only time they would ever be together.

"That's what I'm going to do to your pussy," Monica promised in a low sexy voice.

They dove into each other's kisses, building on a zeal that neither of them imagined was possible. Within moments, both women were naked.

Before Monica could move, Michelle was on her knees; head between Monica's legs.

"Oh, god!" she moaned at the sensation of having her clit sucked. Michelle brushed her fingertips against Monica's pussy lips as she continued licking and sucking her clitoris.

"Finger me," Monica panted. "Please fuck me with your fingers."

Michelle pushed a digit into her partner, and began pleasuring Monica with both her mouth and hand. She reacted by sliding her hips forward and spreading her legs even wider to give Michelle any access she needed. Michelle worked her finger around inside Monica, feeling the walls of her vagina.

Monica reached down and took Michelle's hand. Without a word, she straightened out a second finger and pushed it into herself to join the first. Then she grabbed her thighs and pulled her legs up, so she was fully receptive to anything her lover wanted to do to her. Michelle finger-banged Monica rapidly, while flicking her tongue across her wet clit.

Right then, Monica knew what it meant to be a "sexual creature". Her whole body seemed to scream for orgasm. The only thing she wanted was to cum. She was panting and groaning, throwing her head around with each new treat from Michelle. Her eyes were closed and in her mind no one, but herself, even existed. Her body was tense and quivering. The feelings between her legs were better than she had imagined. She came, screaming.


Then a series of low groans came from Monica, like she was possessed. But Michelle never eased up on her.


Monica's moans became quieter as her climax passed. She was breathing heavily, like she had run for miles. She gently pushed Michelle's face away from her cunt.

"No.... no... I can't.... anymore... I can't..." Michelle joined her on the couch, pleased with her work. Monica kissed her, weakly, yet with a smile. "Just let me catch my breath, then I'll do something for you."


Rachel exploded, "I can't take this anymore. I want you."

Both girls stood. Chantal towered over Rachel as they kissed passionately.

"Lay down, Beautiful," Rachel said firmly.

Chantal went to her back on the floor. Rachel lay with her head between Chantal's legs and brought her mouth over the woman's mound. Chantal rested on her elbows so she could watch.

Chantal had a large clit and pussy lips, and Rachel licked and teased them with her tongue and fingers. She began to feel something building between her own legs.

Taking Chantal's hand, and bringing it to her own pussy, Rachel said, "Wait here. I'll be right back."

Chantal took the obvious hint and slowly masturbated while Rachel ran off. She quickly returned from Chandler's room with a large pillow from his bed. Rachel dropped to her knees and placed the pillow between her thighs.

"I guess this'll give Chandler a little surprise tonight," she said, good-naturedly. Rachel just needed to feel something between her legs. She needed to feel rubbing on her pussy.

Chantal was still playing with herself as she watched, and smiled. Rachel leaned all the way forward, and Chantal released her pussy. Rachel wrapped her hands around her partner's thighs, buried her face, and went to work.

Wearing only her tight, long-sleeved shirt, Rachel's naked butt rode up and down, humping Chandler's pillow, as she devoured Chantal. Chantal was moaning and fondling her breasts as her every fold was licked.

"Oh sugar, make me feel it... make me feel it."

Rachel kept licking and sucking. This pussy was so much different from Monica's or Phoebe's. She wanted to enjoy every moment, every taste, everything she could find that was new to her.

But soon Rachel's lust was more than just her tongue and the pillow could fulfill. Out of the corner of her eye, she saw the other strap-on laying an arm's length away.

"I need to fuck you," she said with determination. Rachel grabbed the toy and put it on, as Chantal lay there, ready for Rachel's every whim.


Candy fucked Phoebe doggy-style, sprawled over the coffee table. Pheebs was allowing herself to be taken, though she was quite vocal about what she wanted.

"Yeah, fuck it like that... oh yeah... fuck it... ooohh.... come on, fuck me, dammit!"

Candy smirked at Phoebe's impatience. The base of the strap-on pounded against Phoebe's pussy lips. The blonde's face was contorted in pleasure and her teeth were clenched tight.

"Spank my ass," she demanded.

Candy slapped her ass cheek, just hard enough to create a loud smack.

"Is that what you want, you little fucker?"

"Yeah, spank me while you screw my fuckin' pussy."

Candy slowed her pace and gently spanked her partner. A slow fuck and a firm hand caused Phoebe to grunt and groan and swear.

"What else do you want? Tell me."

"I want it up my ass," Phoebe hissed in passion.

"That's what I thought," Candy smiled.

She pulled out of Phoebe and took her to the nearest recliner. Phoebe's skirt and panties were quickly piled on the floor. As she sat forward, Candy grabbed a nearby bottle of baby oil and squirted a generous portion on the rod. Phoebe squatted and slowly impaled her ass on the strap-on. As she rode Candy, Phoebe felt nails dragging up and down her back.

She grabbed a dildo from the side table. Reaching down between their legs, she pushed it into Candy's wet box. Now it was Candy's turn to lay back and be pleasured.


Rachel lay on top of Chantal and pushed the dildo in. The brunette instinctively knew that Rachel would want to feel large breasts rubbing against her own. She helped Rachel remove her top and bra.

Rachel slowly began fucking her as they kissed. "A slow Southern screw for my Southern belle," she whispered.

Chantal began breathing hard again, loving what Rachel was doing with the dildo. Each time she pushed into the stripper, she would move her hips around, probing the rod into different areas of Chantal's pussy. This had the additional effect of rubbing the strap-on's inside nub against Rachel's clit, which was the real reason for her motions.

Both women held Chantal's tits, so Rachel could rub their breasts together as they fucked.

"Do you want me to suck them?"

"Yes," Chantal whined, her orgasm coming closer. Rachel licked one breast, teasingly.

"Is that what you want? Huh?" she taunted. "Wouldn't it feel so good to feel my mouth on them? Sucking? Licking?"

Rachel loved playing the part of the one in control. She brushed her lips against Chantal's open mouth.

"Beg me," Rachel whispered, smelling Chantal's sweet breath.

"Please suck them. Suck my tits." Chantal panted.

By this time, Rachel was pounding her hips forward, ramming the fake cock into Chantal. The force, each time, sent waves of pleasure through both Chantal's pussy and Rachel's clit. It punctuated Chantal's pleadings.

"Please... UHN... please suck... UHN, them... please.... PLEASE!..."

Rachel caressed and sucked Chantal's breasts as she fucked her hard.

"Yes... UH!... yes... FUCK me... fuck me UH! hard... OH!... UHN!... make me CUM!... PLEASE!..."

Rachel was in love with this moment. Feeling Chantal's smooth skin. Remembering how she put dollar bills in her G-string. Flowing brown hair. Seeing the look on her partner's face. Being on top. Being in control. Somewhere in the background, she heard her roommate's impassioned moans. It aroused her to know that there were so many enjoying sex in the same room, with so many more opportunities that evening.


Chandler stood naked, as Alexis stroked his rod. "Strip me," she hissed.

He ran his hands over the tight silver hotpants and began to pull them down.

"No," she stopped him, "use your teeth."

Chandler crouched beside her and grabbed the top of the panties in his mouth. With a few firm motions, he had tugged it halfway down her hip. He did the same at her other leg.

Moving behind Alexis, his teeth pulled the metallic fabric to the bottom curve of her ass. As he crouched in front of her once again, he took the final mouthful that remained on her crotch.

Slowly pulling it down, and breathing her scent, he saw her pussy. It was mostly bald, with just a thin strip running a few inches above a pierced clit.

"That... that's different," he commented, though it completely fit with what he knew of Alexis so far.

She laughed at him, "So you've never seen a woman with her clit pierced?"

"Well, never in person... only in the movies."

She brought him to his feet and kissed him roughly. "I like it. It makes sex SO much more intense."

With that, she grabbed his hard dick and led him to the front door. Pressing her back into it and pulling him close, she stared at Chandler lustfully.

"Fuck me," was all she said, wrapping her leg around his hip.

With her stripper heels, it was an easy entry. Chandler pushed his rod up and into Alexis. One hand was at her waist, and the other held her thigh. She wrapped her arms around his neck and they kissed deeply as they fucked.

"Do you feel it?" she whispered. He knew exactly what she meant. Her clit ring was dragging along the length of his shaft as he moved in and out of her.

"Oh god, yes!" he moaned. The ring wasn't so arousing to him; as much as the thought of fucking a woman with one.

"Well, don't cum yet," she panted, "You have a good long evening ahead of you."

Chandler slowed his pace and changed his angle. His dick wedged against Alexis' clit, pushing on her ring. She gasped at the feeling.

"Fuck! Like that. Bang me like that, fucker!"

She sucked on his earlobe and moaned in his ear.

"Ooooh... ooooh... fuck me hard! Make me cum! Make me... oh god... make me cummmmUUUUUUUHHHHHHNNNNN!"

Chandler pressed into Alexis's body as she writhed against the door. She pushed her pelvis forward, grinding her clit against the base of his cock. Her foot fell to the floor as her orgasm passed.

"That was the best ever," she moaned, running her fingers through her hair.

"Really?" Chandler asked in disbelief as he pulled out of her.

With an obviously faked innocence, Alexis replied, "Would I lie to you?"

"I'm gonna say... yes... but I don't think that really matters right now."

Alexis smiled and winked. "One down, six to go." They turned to face into the room. She patted Chandler on the butt, "You better get busy."


Chantal wrapped her legs around Rachel's hips, forcing her long hard strokes to meld into a shallow fast pumping.

"Faster... please make me cum."

The button stimulated Rachel's clit, rubbing it quickly. "Oh gaawd," she moaned, "oh shit."

Chantal was so close all she could do was whimper, "please... please... please..."

The brunette came, grabbing Rachel tightly and kissing her passionately. Rachel continued fucking her partner as rapidly as she could manage. She was out of breath from the workout, but she was determined to please this beautiful woman, as well as herself.

Halfway through Chantal's orgasm, and hearing her moans, Rachel's body found release.

"FUUUUUUUCK!" she groaned.

She reached behind and shoved a finger into her own pussy. She frigged herself, trying to enhance the pleasure caused at her clit.

"Fuck, Chantal... oh fuck... oooohhhhh... fuck, fuck, fuck, fuck, FUUUUUCK!"

Chantal caressed Rachel's body as her climax subsided. Catching her breath, Rachel kissed her lover's breasts, neck, and lips.

Rachel pulled out and the women stood. Chantal helped her remove the toy, and rubbed her fingers against Rachel's clit. Rachel giggled and reached up to kiss her belle.

"Let's rest a little bit, darlin'" came the drawl, "we need to pace ourselves."

Rachel smiled, "The hell with pacing ourselves. I'm gonna find someone to give me another one. A night like this doesn't happen every week, ya know."


Chandler looked around to pick out his next conquest. Across the room, Michelle was laying back into the corner of the couch. Monica knelt on all fours. Her face was buried tongue-deep into Michelle's crotch. Both women were buck-naked.

Chandler smiled and went over to them. He caressed Michelle's breast and Monica's back as he watched his friend eat pussy. Michelle was panting from the pleasure.

He kissed Monica on the top of her head. "You're next, Mon."

Her eyes twinkled, looking up at him as she sucked Michelle's clit. Chandler knelt behind her and lifted her leg to rest on the couch.

Monica paused and looked back over her shoulder, saying nothing, but giving him an encouraging smile. The realization hit him. He could do anything he wanted with these women. For one night, seven women, including his closest female friends, were there for his pleasure. Seeing that thought on his face, Monica winked, then went back to her cunt-licking.

He grabbed Monica's tiny ass; one cheek in each hand. As he pushed into her, he heard her muffled grunt.

He fucked her slowly, caressing her back, ass, and legs. A perfect, slim, little body. He reached under Monica and grabbed her C-cup breast as it hung there. Her nipple was rock hard. Chandler caressed both of Monica's tits, longing to have them in his mouth. His hand trailed down past her stomach, where his fingertips met her clit.

"Yes," Monica moaned, knowing what he was going to do, "rub it."

Chandler fucked her lovingly as he rubbed and teased her clit. Monica felt his chest on her back; his lips on her shoulder. She heard a whisper in her ear.

"You are incredibly hot... Monica, it's a fantasy come true every time I get to feel you against me... caress your breasts... bang your tight body."

Monica closed her eyes, listening to Chandler's voice. A voice she never knew could be so arousing. Monica moaned into Michelle's pussy.

"Lick her, Mon. Lick her pussy. Show me how much you want this."

Complete lust overwhelmed Monica. Chandler saw the look on Michelle's face. It seemed to be a combination of desire, ecstasy, and even a bit of uncertainty as she watched Monica. But seeing how much his friend was pleasing her, he redoubled his efforts to reward Monica with an explosive orgasm.

He could tell from her moans and breathing that Monica no longer needed the clit-play. Grabbing her waist, he started to fuck her faster. She reacted positively, as shown by the way Michelle threw her head back and groaned. Monica was grunting in time with him, though her tongue never stopped. He prodded deeper into her. Her eyes rolled back in her head.

"Oh god, Chandler... fuck me.... like that, fuck me..." The pitch and intensity of Monica's voice rose to match her sexual tension. "Yes... oh!... OH!!... YES!!!"

Monica was still trying to keep licking as much as she could manage, but her focus was on the dick ramming into her.

"Harder... please harder..." She now had a whining lilt to her voice. "I'm gonna cum, I'M GONNA CUM!!! UUUUUUHHHHNNNNNNN!!!"

Chandler grabbed a handful of Monica's short black hair and pushed her face down into Michelle's pussy. He wanted the rage of her climax channeled into pleasing the other woman. Monica licked with animal passion as the orgasm seized her. Michelle grabbed her head and held on tight. With both of her partners holding her face in the pussy, there was nothing Monica could do but lick away. In fact, her mind could tell her to do nothing else.


Leaving Chantal, Rachel put her hand on Alexis' back. "So, do you want me to do a lap dance for you?"

Alexis kissed her, with Rachel trying to match her passion. Her body was toned and gently muscular, and Rachel ran her hands over it.

"Fuck the dance," Alexis said, lustfully, "I've got another idea."

Taking Rachel to a recliner, she spun it around to face away from them and pulled the handle. The chair opened, and she whispered for Rachel to bend over the back of the chair. Intrigued, Rachel gave her a little smile as she obeyed.

Her waist was resting on the headrest, when Alexis tripped the handle back with her foot. The chair flipped up, taking Rachel with it. She squealed and laughed. Her body was arced over the back of the chair, elbows on the seat supporting her. Rachel's hips rested at the top, and her feet dangled off the floor.

Alexis caressed the ass on display. "What do you like, Rachel?"

"I... I like having my toes sucked."

"Oooh, a little kinky. I like that in a lover."

She took Rachel's ankle, and hinged her foot up. Bending over slightly, to allow Rachel to stay balanced on the chair, Alexis began licking and sucking Rachel's toes and foot. Then she caressed the full length of Rachel's body in one motion. Foot... ankle... calf... the back of Rachel's knee. She giggled as that tickled her.

Alexis continued on to her lean thigh... round ass, brushing her fingers on Rachel's wet pussy... back... shoulder... and finally, she ran her fingers through Rachel's hair. Alexis brought her fingertips to her partner's lips, and they were gratefully licked.

Alexis spun the chair around, and spread Rachel's legs to stand between them. Caressing Rachel's ass, she licked her shaved pussy.

"Mmm, yes," Rachel whispered with a smile on her face.

The stripper licked and sucked on Rachel's clit. Then she slowly lapped the full length from her clit, over her pussy lips, and stopped teasingly short of her butthole.

Alexis took a purple plastic dildo from the nearby table and lubricated the end in her mouth. She ran it provocatively over Rachel's lower lips, before pressing it in. Rachel groaned as the object was pushed into her.

Alexis worked more of it in, until there was just a handful left. She began fucking her with it, and Rachel was taken away with the pleasure. Eyes closed; mouth open; she panted.


As Monica's orgasm abated, Michelle guided her up to lie on top of her. With two sets of spread legs, the next move was obvious to Chandler. He moved to the couch and filled Michelle. She inhaled sharply and then slowly exhaled.

"Your friend is fucking me," she smiled to Monica. Monica felt Chandler's stomach bumping against her ass.

"He feels good, doesn't he?" Monica asked, kissing her forehead and cheek.

Michelle could only nod. She smelled her scent on Monica's face. They shared wet kisses as Chandler fucked the little blonde. She was moaning into Monica's mouth.

"Harder... now faster... do it faster..." she directed with her arms wrapped tightly around Monica.

Chandler's longtime friend had corralled Michelle's head between her forearms. She ran her hands through blonde hair, disheveling Michelle's perfectly-held hairstyle, as she provided impassioned kissing. Chandler's momentum rocked both women's bodies. He looked down at the two most petite women in the room, surging as one with his thrusts.

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