Going to the Fair

"May-.... Unh!" Matt started to respond but was stopped as she bobbed her head down onto him, taking him deeply into her mouth and lightly running her teeth across the tip. He could feel the tension in her lips as she smiled around his cock in her mouth at his inability to continue what he was saying. This small act of power on her part could not go unanswered. Placing his free hand on the back of her head he thrust forward, the inviting warmth of her mouth surrounding him. Beginning a slow rhythm he closed his eyes to focus on the feel of her mouth and tongue as he pumped himself into her. Due to the position he couldn't go as deep as he wanted but the slick heat of her mouth was immensely distracting.

Feeling Matt entering her mouth like she wished Sean would enter her pussy sent Rachel's pleasure spiking up. She could feel the next orgasm coming as Sean continued to rub against her clit. Each push ratcheted up the need she was feeling. She wanted, no needed to be penetrated but he continued to simply slide against her without entering, the length of his cock a welcome tormenter as it stimulated her clit. Not wanting to neglect Richard she began to pump his shaft again, this time rubbing the ball of her thumb across the sensitive tip. He gasped at the first pass then stood still, his hand continuing to play with her tight nipple, enjoying the roughness as she jerked him off. She gave him several more pumps before releasing his cock and following its shaft down to the needy sac below. He groaned as she gently wrapped her warm hand around it and began to massage the balls within.

Rachel's mind was awash in pleasure but she was amazed at her own temerity. She wasn't a virgin but the things happening to her now hadn't even occurred to her in her fantasies. Yet she was acting like an experienced porn star and the freedom she was feeling was simply amazing. By surrendering her control to these men she had broken the shackles of 'proper' decorum, she could now focus on what made them and her feel good without fear of rejection or disgust. The slight sounds each of the men released as they rubbed against or into her body in one way or another told her of her success and enhanced her own pleasure tenfold and she could feel the beginning tremors of the next orgasm. Moving her hand quickly up to Richard's penis so as not to hurt him, she gave herself to the wave of ecstasy and sucked hard on Matt's cock as she came the second time. He began to shake as the suction increased around his penis, holding back was much more difficult than he anticipated. He desperately wanted to explode into the mouth surrounding him but he knew there was more to come and so he held on to his control, barely. This orgasm for Rachel was intense but over more quickly. This time rather than wait for her to recover, Sean and Richard exchanged places while she still shivered and shook in the aftermath. Rachel barely had the brainpower left to wonder what Richard would do, each of them seemed determined to try something different with her willing body.

He didn't leave her wondering long. No sooner had she begun jerking Sean off again, her own lubricant making him slippery in her hand than she felt him give her a long slow lick from bottom to top. Shivering in anticipation she pulled her mouth off of Matt's cock as she felt something start to enter her. Her body attempted once again to arch up off the counter as Richard slid two fingers into her hungry pussy, wiggling and twisting them. Matt and Sean had to move their hands down to her chest to keep her still as she bucked.

"Nnnggghhh," She moaned quietly, her hands clamping down hard on the two cocks on either side. "More," she panted as Richard began to move his fingers in and out of her. He accommodated her by adding in a third finger and moving them deeper into her.

Rachel's toes curled involuntarily as the cascades of pleasure washed through her. Finally someone was inside her and the feeling was spectacular, she could barely maintain the rhythm of her two hands as her body and mind focused on the new sensations. His fingers were stretching her tight pussy and she could feel each one separately as they moved within her. She pressed her head against the counter with the need to push her hips into his hand, his fingers were good but her pussy hungered for deeper penetration than he was giving. However the restraining hands on her tits and knees would stop her she knew, she would have to beg for anything more than what they felt was necessary. Her tongue slid over dry lips as Richard's fingers forged slowly deeper into her starving pussy.

"Spread her further apart, lads," Richard asked as his arm moved. Matt and Sean spread her legs wider and Richard took advantage of the position. Standing up he twisted his hand so that his thumb could then flick her clit with every plunge inside her. She began to gasp and moan with each touch, a twitch running across her body as the shafts of sheer ecstasy drove through her. Richard could feel the moisture seeping out to surround his hand, making it easier for him to push into her, the sounds he was causing seeming loud in the small shop.

Seeing that she couldn't concentrate enough to use her mouth on them anymore, Sean and Matt scooted back to the extent of her reach. Then both leaned down and took a nipple into their mouths. Their reward was the tightening of her grip around their cocks and the muffled Ahhhh! that drifted to their ears. Sean sucked the tightly furled nub of flesh, rolling it with his tongue and pulling on it gently with his lips as her hand spasmed around him. Barely maintaining her grip she continued to glide her hand up and down his cock. Matt on the other hand was a bit more aggressive and bit her nipple, pulling on it slightly, using his teeth to cause more sensation than she'd ever felt there before. Then he ran the broad length of his tongue across the highly sensitized bud causing her to squirm uncontrollably. Changing the grip of her hand she ran her fingers down the underside of Matt's cock to tickle his balls before sliding her grip back up. As her hand moved Matt could feel the tip of his cock rubbing up and down her forearm, the silky skin contrasting with the roughness of her palm.

As the other two played with her nipples Richard continued his assault on her pussy with his hand, pushing harder and deeper, he was both watching and feeling her hot flesh closing around his hand. Moving faster he began curling his fingers inside her, searching for that one special spot that drove all women crazy. With each push of his hand he made sure to fondle her clit, driving her pleasure higher and higher. Finally the combination of sensations, each different according to the man providing it was too much for her and she exploded into her third orgasm. In an attempt to keep quiet she bit her lower lip hard, whimpering in ecstasy, her eyes squeezed shut with the effort. Then Richard finally found her G spot and Rachel died a little bit as the world shattered around her, there was only sheer unadulterated pleasure left. Richard felt her pussy clamp down on his hand then begin to pulse with contractions as both Sean and Matt groaned in response to her suddenly tight grip on their cocks. This orgasm lasted for many seconds before finally releasing Rachel from its grasp. Her entire body relaxed onto the countertop, she was barely able to continue jerking off the two men on either side.

Seeing the well-satisfied woman in front of them the three young men grinned at each other. Little did she know but they weren't done with her yet. She'd gotten her orgasms but they were still hot and heavy with their loads. This had all simply been preparation for the main event and that time had finally come. Stepping back Matt and Sean gently disengaged her hands from their cocks and moved around to the middle of the room. Kicking the bundle of clothing into the center of the rug Sean looked expectantly at Richard. Smiling he pulled his fingers slowly out of Rachel still feeling the shudders of her orgasm aftershocks and sucked them clean, clearly enjoying the taste of her on his skin. Leaning over he gently shook her shoulders and waited for her eyes to open. When she was finally looking up at him dazedly he pulled on her hands and brought her to a sitting position.

"C'mon, m'lady. We've provided your fulfillment, you wouldn't be so harsh as to leave us wanting would you?" He tilted his head in a questioning manner as he helped her to stand. Her knees were weak from the multiple orgasms they'd given her and she wobbled upright. He could see a spark of interest flare in her bemused eyes as she realized there was more to come. Leading her to the center of the room he sat down on the floor next to the bundled cloth, drawing her down to kneel beside him. Lying down on his back he waited as Matt and Sean came over to them. Helping her they guided Rachel into a straddling position on her knees above Richard, her pussy hovering above his rigid member. She moved like the puppet she felt she had become, she had relinquished control while spread out on the countertop and continued to trust them to see to their mutual pleasure. She whimpered at the idea of finally getting a long hard cock deep inside her waiting body. She felt her pussy warm once more with a rush of blood, anticipating the feel of him thrusting into her. However, instead of entering her right away he put his hands on her legs to either side so she couldn't lower herself and rose up to kiss her deeply once more.

Rachel unconsciously followed his lips down as they kissed, leaving her ass high in the air as she leaned over him. She hadn't been paying any attention at all to the others so the sudden feeling of a cock entering her pussy from behind was a shock. The first thrust was deep and she felt herself become flooded with moisture. The almost scalding heat of her pussy welcomed Sean as he drove into the opening presented to him. She was hot and slick, the feelings growing more intense as he pumped. She moaned into Richard's mouth as their tongues dueled and she was fucked from behind. Her body rocked forward with each thrust from behind, her small tits brushing against Richard's chest. She suspected it was Sean as she didn't feel completely full but the pleasure was there nonetheless. He stroked into her several more times, getting his cock well covered in her lubricating juices then pulled out entirely. She started to rise in protest and felt a pair of strong hands come down on her shoulders to keep her still. Her surprise at this became confusion as she realized they had to be Matt's hands because Richard's were still holding her legs and another pair was pulling apart her ass cheeks.

It was only when she felt the warm wet head of Sean's cock pressing against her asshole that she understood what was happening. She'd only been fucked in the ass once or twice and it hadn't been all that great but her body was so focused on pleasure that it felt good to have his cock there. He slowly began to press himself inside her, the juices from her soaking pussy running down his shaft and easing the way as he entered her. Richard brought her attention back to the kiss and she felt her body begin to relax, allowing Sean to shove deeper. She swiveled her hips a little, helping him to enter the extremely tight passage. She could feel the larger but spongy head wedging the tight opening wider, his cock slowly invading her ass. Keeping up a steady pressure with slight pulses of forward movement the head of his cock finally made it past the ring of muscle and was fully inside. Sean paused as her body adjusted to the tip of his cock, tightening down on him like a clamp causing him to shudder with the need to plunge into her. However he knew better and resisted the impulse, instead he began to pump gently, each push forward driving him only fractionally deeper and deeper into her until finally he felt his stomach against her butt. Rachel felt an unfamiliar fullness moving inside her, each move forward seemed to like an eternity of bliss.

"Gods! She's tight." Sean growled as he pulled back and plunged in again. "Feels so fuckin' good." Rachel could only gasp in agreement as the combination of movement and the juices from her pussy began allowing him to move faster. Her ass tightened down around his cock each time he paused, forcing him to have to push hard to move forward again. Each time he returned to the depths it was better than the last, her pleasure increasing as her body got used to this unfamiliar form of enjoyment. She began to push back against him when he thrust forward, allowing him to get deeper into her. Feeling her response and interpreting it correctly Sean used his hands to spread her cheeks further apart allowing him to get closer and deeper. She could feel the wetness from her pussy starting to drip down her thighs as Sean fucked her tight ass. On one thrust forward he felt his balls slap into her pussy and felt the hot moisture run across them as she shuddered in ecstasy. She may not have had much experience as evidenced by the tightness surrounding him but she certainly seemed to be enjoying it now, the quiet whimpers drifting back to him as he plumbed her depths egging him on..

Rachel was panting and moaning when Richard finally released her mouth. She pushed herself up with her arms and ground her hips back into Sean a bit harder and felt his cock jerk inside her ass as she responded to his thrusts. "Now what?" she asked as Sean continued to move. Richard smiled up at her then reached between them and grabbed the base of his penis. Pushing upwards he located the entrance to her vagina, and as her eyes widened in surprise he thrust deeply into her vacant pussy. The sheer amount of moisture allowed him to slide swiftly inside despite stretching her pussy to its limits. Rachel wanted to cry out but her throat closed at the feeling of the dual penetration. She could feel Richard's thick cock stretching her pussy and filling her to capacity while Sean's thinner one continued to move inside her ass. She'd only imagined this position, never actually thought it could happen. But it was and it felt WONDERFUL! Richard stayed up for a moment while he shoved the bundled clothing underneath his butt to keep himself angled to enter her. Rachel felt her knees pulled further apart and she sank onto him as Sean adjusted to the new angle behind her. Then the true ecstasy began.

The two men inside her set up a rhythm, one thrusting in and moving her off the other then pulling back and letting the second fill her up. She was just a puppet between their pistoning cocks and loving every second of it. She could feel them rubbing against each other through her thin internal walls separating them. Sean's thinner cock was perfect for the use he was putting it to, the larger head opening up the muscle rings within and allowing him to move in and out of her ass easily. Each time he pulled back they tightened down again pulling against the rim of the glans and increasing both their pleasure. The variable tightness was driving him wild as he continued to fuck her. Richard's long cock seemed to bump against the base of her womb with every plunge. He was so large that he could feel every ridge within her pussy as he rubbed against it, the sensation was sending Rachel swiftly up the long road to her next orgasm. She was hot, tight, wet and completely willing as she moaned and trembled between them.

Her arms shook with the need to keep her upper body from smothering the man below her as she surrendered her body to them once more. Richard could feel Sean entering as he exited and vice versa, the unusual sensation increasing the pleasure for them both. Slowly the thrusts became harder and deeper as her body relaxed around the invaders. Her pussy was drenched and every push upward by Richard made a slightly wet sound, barely discernable through the pounding of the rain continuing outside but increasingly erotic to the people listening. She opened her eyes to see Richard grimacing in bliss at the feel of her hot wet body surrounding his cock. He could feel the excess juices his cock was displacing running down onto his balls, the cooling moisture creating even more reason for him to try to climb inside her scorching heat as he strove to give her another orgasm. She rocked back and forth between them giving and receiving pleasure from both her partners. Then suddenly she realized there was one missing. Turning her head she spotted Matt standing near the counter, slowly jerking himself off and watching the tableau in front of him. The sight of his hand moving over the engorged shaft caused a spear of hunger to spike through her.

"Come here," she whispered, licking her lips at the sight of this unoccupied morsel. Matt's eyebrows rose in surprise at her request. The normal procedure was for him to replace whichever of the other two came first but this girl seemed to have other ideas. "Come here," Rachel repeated more forcefully. Looking a question at Sean who was too involved with busily pounding himself deep into her ass to pay any attention to him, Matt stepped forward towards her. She motioned with her head and managed to get him to stand over Richard on the floor as he lunged upwards, in and out of her slippery pussy. Every now and then a thrust from one or the other was so deep all she could do was freeze and allow the spasm of bliss to shoot through her as her eyes closed to feel it better. On Sean's next surge forward Rachel opened her mouth and quickly captured the head of Matt's cock. The surprised gasp on his part became a stumble forward as she refused to release it, sucking hard and dragging him closer to her on the return stroke, spearing herself on Richard's penis. The taste of Matt's salty cock swiftly encompassed her mouth as she moved forward again. The curve of his penis was perfect for what she was doing, following the natural contours of her tongue and throat. She moaned at a particularly deep thrust by Sean and felt her nose rub into Matt's pubic hair as his cock slipped past her lips. The feel of the vibrations against the head of his cock which was sliding against the back of her throat was intense. Matt shuddered and moved a little closer, trying to help her as much as possible.

The threesome became a foursome and Matt could only shake his head in wonder at the supposedly innocent young girl that was currently being fucked by all three of them simultaneously. Seeing Matt standing above him and watching Rachel engulf him into her mouth Richard felt a spasm of lust shoot through him, making his hard cock even harder. Knowing she needed the support he brought his hands up to her chest, cupping both breasts and settling the hard pebbles of her nipples between his thumbs and palms. He began to massage them in a circular motion as he compressed and pull on the sensitive flesh in a matching rhythm to their thrusts. She moaned deeply in response to the new stimulus as he watched Matt's cock disappear into her welcoming mouth. He hadn't realized that he would find it such a stimulating sight and continued to watch, fascinated by the sight of Rachel devouring his friends cock, even as he plunged his own engorged penis into her hot pussy.

Her tongue swirled and tasted each centimeter of Matt's shaft as she was pushed forward onto him by Sean and sucked and teased the head as she fell onto Richard. As her body adjusted to the rhythm she swallowed more and more of him until she was deep throating him on almost every move forward. It was a sensation that Matt hadn't experienced before on such a regular basis, the feel of the muscles tightening around the head of his cock and the slight roughness of her teeth as she gulped him down. Rachel's saliva was sliding from her mouth and began coating his swaying balls as she sucked and tongued his cock. He reached down with both hands to cup her head as she moved between them all, the simple thought of what they were doing to her was almost painfully stimulating. It was obvious she was enjoying everything they were doing too, Matt could see that in the look of ecstasy on her face as he watched her swallow his cock over and over again. He could feel his balls tightening up as the sensations built and he got closer and closer to his orgasm. The tempo was speeding up as each participant lunged toward that peak of joy, the breathing growing louder and harsher in the dimly lit room. He looked at Sean and saw that his friend was also close to coming, his face red and sweating as he drove his hard cock into Rachel's tight ass. His hands tight on her hips keeping her ass cheeks spread apart and watching himself as he entered and exited her body. Hearing Richard's grunting below Matt knew that there wouldn't be a second round, she was about to take all they had in one massive shot.