Friends: Staying in Phase Three

He leaned forward, and placed his arms in front of Monica's thighs. This gave him the leverage to pound deeper into Michelle's wet cunt. She came, pushing her head back into the couch and digging fake fingernails into Monica's back.

"Cum, baby," Monica encouraged, "Let me feel you cum. Cum!"

Michelle's body arched with tension, lifting Monica with her.

"UUUUUUuuuuuuhhhhhhnnnnn," she groaned as her drug her nails on Monica's light skin, leaving slight love-scratches. Then she collapsed into the pulsing. "Uh! Uh! Uh! Uh! Uuuuuuuhhhhhh!"

Monica studied Michelle's every move during and after her orgasm. She loved watching a woman climax. To Monica, it was one of the most erotic things. Eyes closed, the blonde girl licked her lips and panted as she came back to earth. Michelle caught her breath as Monica gently kissed her, "Wow, you came good, sweetie."

Chandler kissed Monica's shoulder, saying, "And my work here is done."

Monica laughed, "It sure is, stud! And good work, by the way."

Chandler pulled out and left the two women, giving a kiss to each.

"I didn't hurt you, did I?" Michelle asked, as she brushed Monica's bangs from her forehead.

"Not at all. I mean, sure it hurt a little when you scratched my back... but sometimes a little bit of pain can be okay."

She kissed Michelle, lovingly, to show that it was indeed all right. They shared kiss after kiss, basking in their afterglow.

-----

As Chandler approached Phoebe and Candy, he could tell that Phoebe had changed into a sexual animal. He grabbed her breast and fondled her.

"Want to suck my cock, Pheebs?"

Between grunts, Phoebe answered. "Yes, you... you dirty little boy... put that... that fuckin' dick in my mouth."

She leaned forward, still fucking Candy and still being fucked, and put her waiting mouth at cock-level. Chandler held it for her, and she hungrily devoured it.

"Monica and who?" she paused to ask. Chandler was confused, so she went on. "I taste Monica on you, but who else did you just do?"

"OH... Michelle."

She got a little smile on her face, "Yummy! I'm gonna have to find her later."

As Phoebe's full lips were wrapped around Chandler's shaft, he looked down at Candy. She was lying back in the chair, eyes closed. The feeling of both Phoebe's dildo work and an ass grinding on her pelvis was incredible. But she needed more. Opening her eyes, and gave Chandler a pleading look. He saw her mouth the words, "please fuck me."

"I think Candy needs some Chandy," she said to Phoebe as he pulled out of her mouth.

He knelt between their open legs as Phoebe removed the toy. Chandler pushed between the straps into the lower set of pussy lips, and heard a moan emanate from behind Phoebe.

"Yeeaah... fuck her... make her cum," Phoebe panted. "Then you can make me cum."

Chandler and Phoebe kissed as he fucked Candy. His hands roamed Phoebe's body. Their tongues melded in each other's mouths. She had buried her finger deep into her cunt, and was captivated by the sensation of having something stimulating all three holes.

"Wow! It doesn't have to be cocks," she thought, with realization, "though cocks are pretty damn good, too."

Candy was moaning loudly. "Yeah... let me hear her moan... let me listen to her moaning while she FUCKS my ass!"

Chandler banged the brunette with even more zest.

"Fuck her, Chandler... fuck her hard... make her cum all over your fucking hard dick."

Phoebe had abandoned her pussy-play and was clutching Chandler's body. He felt her firm breasts rubbing against his chest as she continued to work the dildo in her ass. Her chin was on his shoulder and she moaned in his ear.

"I need it, Chandler. I need your cock in me... Please make her cum so you can fuck me... I'm getting so close... but I want you in me when I cum."

She sucked on the dildo she still held, making soft sounds in Chandler's ear.

Chandler watched as Candy climaxed. She involuntarily bucked her hips to force his dick around inside herself. This reamed Phoebe's ass even deeper and she gasped and groaned. As Candy began to regain her senses, she whimpered, "Now her."

With this permission, Chandler pulled out and stuffed his dick into his friend.

"Yessss," Phoebe hissed. "Oh, this is sooo good... god, I love having my pussy and ass filled at the same time."

Chandler leaned forward, laying her back onto Candy. She gently pinched Phoebe's nipples as Chandler drove his dick into her, over and over. Phoebe put the dildo back in her mouth and sucked voraciously. With all this, Phoebe climaxed quickly, panting through her nose.

"Mmmmmph... mmmm... MMMMMMMAAAAHH!!! mmmmmph... mmmph..."

Chandler slowed to a stop, licking Phoebe's nipples and Candy's fingers. All were out of breath, as their bodies broke contact. "So, who's next?" Phoebe asked him as she stood.

"Ya know, Pheebs, I'm gonna rest for a bit and just watch. I still have a lot to do before I finally cum."

She smiled sexily. "Suit yourself. I'M gonna go get me a yummy little treat."

-----

Candy removed the strap-on, and looked over at Monica. She was sprawled across the couch, masturbating as she watched her friends, new and old, having sex around the room. Candy sat down between her legs.

"Well, aren't you the tiniest little thing?"

Monica always loved any complement. "I might be," she said shyly with a big smile.

"But you shouldn't be all alone," Candy continued. "Here, let me do that for you," she said as she moved Monica's had from her crotch.

"Al- all right," she replied, wondering why she was nervous.

Candy was so pretty. Her hair was a little shorter than Monica's, and just as dark. "Phoebe was right; short hair IS sexy," Monica thought.

The only thing of Candy's costume that Phoebe had left on her was her black thigh highs. Monica ran her hand on Candy's leg, feeling the pattern of the fishnet and the slickness of their vinyl tops. She watched Candy's every move.

Palm facing her partner, Candy ran her fingertips up the length of Monica's slash. Then turning her hand over, she moved it back down, brushing her labia. Her hand paused, formed into the fuck-you gesture, and her finger was pushed into Monica. Candy finger-banged her like this, until Monica's breath became shallow.

"Do you want me to lick you?" Candy asked, seductively.

"Yes!" Monica panted, "Lay back."

Monica got up and Candy reclined, resting her head by the arm of the couch. Monica straddled her chest, a foot on the floor, and a knee wedged into the back cushions. She rotated her hips forward and presented her pussy for licking. She watched a talented tongue lap at her lips.

Monica reached back to finger Candy. Monica's palm told her what she hadn't been able to see at the strip club. Candy was shaved bald. She rubbed, intrigued by the complete smoothness. Her middle finger draped over Candy's clit, and slowly stroked it.

Candy paused and smiled, "You like a bald pussy?"

"I've... I've never felt one before," Monica said, almost uncertainly, and feeling very virgin-like.

"You should try it some time. I know your lovers will enjoy it."

Monica nodded, her eyes riveted on Candy's mouth.

"It wouldn't take much. You've already shaved here," Candy said as she licked to the left of Monica's slit. "And here." She licked on the right side. "You just have a little strip above here," she flicked her tongue on Monica's clit.

"Oh god, Candy, eat me out," Monica moaned as she pushed her finger into the waiting pussy. Candy dove in.

Monica moaned, "Yeeess, eat me... lick my pussy."

She alternated between finger-fucking Candy, and drawing it out to rub her clit.

As her lust built, she grabbed Candy's head and pushed her cunt onto her face, forcing the tongue up inside herself. Candy probed as far into Monica as her tongue would go.

Suddenly, Monica pulled her finger out and crawled backward from Candy.

"This is what I want," Monica panted.

She slid forward and intertwined her legs into and around Candy. She felt Candy's erotic smoothness glide up her inner thigh and rest in her crotch. With complete desire for nothing else, Monica ground her cunt into her lover's.

"Can you feel it?" Candy panted, knowing the answer. "Can you feel me rubbing you? Rubbing your pussy? My pussy lips licking your little clit?"

"You feel so goood," Monica groaned, eyes closed.

"Feel me licking and kissing you, Monica."

Candy gasped as a jolt ran up her cunt. She caressed Monica's slim thigh and watched her breasts bouncing as her chest heaved.

"Fuck, you're so beautiful! Any man would want you. Any woman would want you. But I get to have you, Monica, right now."

"Cum on my pussy," Monica groaned.

Both cunts glistened with their combined wetness. Monica turned to the side so that her cunt could get even closer. She held Candy's leg, foot against her face, and rocked her hips forward and back. Candy let Monica take over and pleasure them both. Monica was so close, and her body writhed against Candy's.

When Monica's orgasm overtook her, she screamed loudly. Her distinct motions turned into stuttering, jerky movements as the orgasm racked her body.

Candy became the lead as she pressed her lips into Monica's and resumed rubbing. This sent another shock through Monica.

She gasped and moaned, "Fuuuuck!"

Candy stared at Monica with desire as she rubbed against her, moaning, "I want to fuck you, Monica... I want to fuck you..."

"Let me use my mouth," Monica panted.

Within seconds, she was on her knees. Her tongue was licking as much smooth skin as it could find. Her lips grabbed onto the clit and she sucked hard, then planted her lips at Candy's opening and tongue-fucked her with the rhythm of a cock.

"I'm gonna cum, Monica, I'm gonna cum... Do that... yes, do that... please don't stop... please don't STAAAWWWWPPPP!"

Monica allowed Candy to face-fuck her as she kept her tongue deeply in her hole. Monica was pleased with herself, that she had learned how to give such an intense orgasm to another woman.

-----

Seeing what Alexis was doing to Rachel, Chandler walked over and placed his cock in Rachel's open mouth, much to her surprise. She opened her eyes and gave a good-natured look that said, "Ok, you got me, buddy-boy."

Then she started doing what he obviously wanted. Alexis watched the back of Rachel's head bob up and down.

"Well, well, Rachel. You're a good little cocksucker. Does she feel good, Chandler? Do you like having Rachel blow you?"

He agreed wholeheartedly.

"Does she feel good with your dick in her soft mouth? Sucking you off? Giving you head? You like fucking her pretty face, don't you?"

Chandler agreed again. Rachel was softly moaning.

"Well, I like fucking her pussy. Hear her moan, Chandler? I can't tell if she's moaning more from my dildo or your cock. But I bet she likes having both of us fuck her."

Between the moans, Rachel gave a muffled "uh-huh!"

"Right now, she's ours, Chandler. Your beautiful friend is here only to suck... your... cock. And I'm just here to make her moan for you."

Alexis' motions with the dildo had become stronger. Each time she pushed it in, her wrist would press against Rachel's ass. The chair began to rock.

"You like feeling her lips wrapped around your shaft? Moving up and down? You like feeling her tongue rubbing against the bottom of your cock-head?"

Chandler was watching his penis, sliding in and out. And Rachel was obviously as turned on by the dirty-talk as Chandler was.

"Do you like feeling her hot... wet... mouth? It almost feels like a pussy, doesn't it? Do you want to fuck Rachel's mouth like a pussy? Have your dick all the way in her?

Soon, Rachel was totally unable to control what was being done to her... and what was being done with her. When Alexis pushed the dildo in, the chair would slowly sway, and Chandler's cock would go to the back of her throat. When Alexis pulled out, her mouth would slide nearly off the head. Rachel hadn't realized how erotic it would be, to be used in this way to deep-throat a man.

Alexis made eye contact with Chandler. "See? I told ya," she smiled nastily.

Rachel was groaning with the sensations in her pussy. Chandler pulled out of her mouth and crouched down to kiss her cheek.

"I'm going to move on, but cum hard for me, Rach."

"Oh god, I'm gonna," she moaned.

-----

Michelle was in the kitchen, refilling her wine glass, and taking a bit of a breather. Phoebe joined her and wasted no time in saying what was on her mind.

"Hmm, you're a little pixie!" she said in her sexy, lustful way, "I wanna just... just rub you all over my body."

Then she became more matter-of-fact, "And I'm a masseuse, so I have some experience in rubbing bodies. Ok, I have, like, a LOT of experience in rubbing bodies."

Michelle laughed, and almost seemed a little embarrassed at the complement. But all that melted away as Phoebe placed her fingers on Michelle's cheek and kissed her gently.

Phoebe grabbed a bottle of oil from the nearby table. She squeezed some on Michelle's breasts, and took the cocktail waitress' hand to smear it around. Michelle rubbed her chest, breasts, and stomach as Phoebe applied more oil.

"You should totally be a stripper. You look really hot touching your body." This got a sexy, stripper-like look from Michelle.

Phoebe squirted some lube on her palm and rubbed it over her partner's crotch.

"Can't forget the most important part," she commented in her porn-star voice.

She handed the bottle to Michelle. As she drizzled oil onto the tall blonde's chest, Phoebe began rubbing her body up and down Michelle's. But she quickly became frustrated at the lack of contact.

"Ok, this would work a lot better if we were laying down."

The foosball table was right there, with the plexiglass cover on top. Phoebe stepped up on a chair and lay down on the table.

"Will this hold us?" Michelle asked.

"Oh yeah! You should see the way the guys throw this thing around when they're playing. It's sturdy, that's for sure."

Convinced, Michelle finished oiling Phoebe's body and then climbed on the table, taking a path between her legs. On the way up, she made sure to rub her breasts and stomach against the lubricated clit.

Grabbing the sides of the foosball table, Michelle pulled herself forward and back. Their bodies easily glided against each other.

"Ooo yeah, rub your body all over me, you... dirty little... ooo, you... PIXIE!" Michelle giggled at Phoebe using that word again.

With almost perfect coordination, Phoebe spun Michelle around, belly to belly. Grabbing her waist, Phoebe pulled her pussy up to her lips.

Since Michelle was much shorter than her partner, Phoebe's clit was tantalizingly close to her face, but just out of tongue-reach.

As Phoebe licked her pussy lips, fingers of one hand went into Phoebe's cunt, while her other hand firmly rubbed the sensitive fold of skin.

"MMM! MMM!" Phoebe exclaimed. Michelle smelled Phoebe's arousal and had to taste her.

"Let me.. let me..." she panted in frustration.

Phoebe released her grip, and Michelle pulled her body forward and face down into the waiting cunt.

"Yeeaaahhh... lick me... lick me all over..." Phoebe moaned as she poked a finger in and out of Michelle's lips.

-----

Alexis pulled out the dildo, much to Rachel's disappointment. She teased it up and down her crotch, before bringing it to rest at her butthole.

"NO," Rachel whimpered, wanting her orgasm to come closer, but powerless to do anything about it.

"But Rachel, why do you say 'no' when you really mean 'YES'?"

Rachel had no idea what to expect, but Alexis seemed to be reading her mind.

"Yes," she whispered, with a pleading look on her brow.

She gently pushed the wet dildo past her opening. Rachel gasped quietly. She'd never had anything up her ass before, but she was enjoying the first feelings.

Alexis slowly fucked it deeper into Rachel, though not as deep as it was in her other hole. Rachel began moaning deeply. Her lover resumed licking her pussy as the plastic fucked her ass.

"Ooh... ooohh... oooohhh... YESSSSssss... keep it in me... fuck it... fuck it... uhhhh... uuhhhhhh... UUUHHHHHHNNNNNNNNN."

Rachel held her head in her hands as the orgasm ravaged her senses. She gave a long low groan as she exhaled. A moment of quiet, then she gasped loudly.

"UHHNNN... OOOOOHHH... OOOOOHHHHhhhhh... Oooohh... oohh... mmmmm."

She barely waited for Rachel's orgasm to die off. The redhead licked her butt cheek, and then spanked it.

"OW!" Rachel said, laughing, and still feeling a little light-headed.

Alexis then walked off toward Phoebe and Michelle, leaving Rachel hanging over the back of the chair, dildo still in her ass.

"Alexis? Alexis? Hey, don't leave me like this."

She realized that her partner was off to pleasure someone else. "Damn it," she mumbled.

Rachel crawled off the chair, rather clumsily, and pulled out the toy. She walked over to Alexis, who was watching Phoebe and Michelle on the foosball table.

"Hey! Why'd you leave me like that?" Rachel said with a slight tone of indignation.

"Oh, I'm sorry, weren't you finished?" Alexis replied, feigning surprise.

"Rrrr," Rachel growled, trying to make her eyes look angry and menacing. But Alexis had given her such an intense orgasm, she really couldn't be mad.

"Bitch," she said, kissing Alexis firmly. Both women smiled and Rachel went off to join her exhausted roommate on the couch.

-----

Alexis saw her moment to jump in. She kissed Phoebe's inner thigh and then Michelle's cheek. She went to the other end of the table and sucked on Michelle's clit, then kissed Phoebe passionately.

"Face down, ladies," she purred.

Like a choreographed dance, both girls came to their knees. Then Michelle stretched face down on the smooth surface. Phoebe lay on top of her, and sucked her earlobe as they waited for Alexis. She announced her return with one long lick, from Michelle's clit, over her lips, then to Phoebe's clit, and up the length of her pussy.

Alexis held a long flexible dildo. It was flesh colored and the two ends were shaped like cockheads. She inserted one head between each set of spread legs. Alexis was rewarded with a dual set of moans. Alternately pushing and pulling, back and forth, she worked the toy in both girls' pussy. Alexis gently bit Phoebe's ass as she pleasured the women.

"Oh! Yeah... fuck us," Phoebe replied, "fuck us good."

Alexis grinned widely at the squirming bodies that were hers to manipulate. Their movements left streaks of baby oil on the tabletop. She could tell that they were both getting close to climax. She grabbed the center of the snake and roughly fucked it in and out of both. Feeling the same motions took them even higher.

"Cum with me," Phoebe moaned in Michelle's ear, "Can you cum with me?"

"Uh huh," was the whimpered reply.

Phoebe went on, "I'm so close, but I want you to cum when I do. Are you close? Are you gonna cum soon?"

Michelle couldn't even answer. Her breath fogged the clear plexiglass each time she gave a slow, shaky exhale.

Phoebe came just before Michelle. Grabbing the sides of the table, her tensed muscles pressed her smaller partner into the surface. Michelle felt pinned by Phoebe's climaxing body, unable to move as Alexis made her cum. That complete erotic helplessness heightened her orgasm in an unbelievable way.

Alexis couldn't tell which woman was making which sounds, but it didn't really matter. She kept masturbating both, slowing as the sensual trembling subsided.

-----

The roommates and a stripper sat on the couch, watching. Rachel and Monica were cuddling. Monica laid her head on her roommate's shoulder and played with her long hair. Candy sat at the opposite end, and slowly rubbed Monica's legs, which were draped over her lap.