Gym Ratz, Round 04

While I'm gasping Wendy takes over again, diving down on him and doing her best. I try to return the favor and push her down, but it just won't go. So she starts bobbing hard and fast again, making slobbery sounds with the spit that pours down his shaft.

And suddenly I don't give a shit, because Josh's hand has slipped between my legs, and he's stroking my pussy through the sheer, soaking wet panties I'm wearing. I slam my face down on the bed and moan as his fingers grind harder and harder. Way too late, he finally grabs the damn panties and pulls them down over my ass to my knees. And when his finger slips between my lips I squeal! Oh fuck! It's been so long and it feels so good!

He quickly finds my hole and slips the finger in, and I begin to whimper as I rock back and forth, wanting more and more. And I get it as another finger slides inside of me, almost filling me up! Oh my god, the sonofabitch has found my G-spot, whether he knows it or not, and I buck and moan and growl as his fingers plunge in and out.

Now the three of us are all moaning, Wendy with her mouth full of cock, Josh pumping his hips and ramming his cock through her lips, and me, getting finger fucked hard and deep! But when Wendy comes up for air I practically yank that cock away from her and slam my mouth down over it with a squeal! I'm so hot I have to have it, and I need it in my throat, NOW! I twist my head back and forth and it only takes a moment before I grind my way down his shaft until my nose touches his balls again!

And the moment I swallow him he starts fingering me twice as hard! Oh god damn! I almost pull back, but I don't want to lose him now so I manage to bob my head with short little strokes, never letting him slide out of my throat. And suddenly the fingers stop moving as he writhes on the bed, his hips pumping into the air!

But I do have to lift my head and shriek with surprise when he pulls his fingers away, grabs me by both hips and drags me over till I'm straddling him, in one quick motion. And when his tongue stabs inside of me, I can only moan, "Oh FUCK!" Wendy grabs his cock and starts bobbing hard and fast, and all I can do is grind my pussy against his face, wanting that tongue as deep in my cunt as it will go. He's licking and slurping so loud I know the juices must be pouring out of me!

God, I love riding his face so much I don't want to stop, but finally Wendy slides her lips off his cock, sheds her panties and climbs up on the bed. And she puts a finger under my chin and makes me sit up until we can lock lips in a grinding, tongue-filled kiss. But it's ok, because sitting up I can grind my pussy even harder into Josh's face!

But he grabs my ass and moves me back just a little, and suddenly, OOOOooooooo godddddddddd his mouth finds my clit! And he sucks and circles his tongue and I go nuts! Wendy's holding on to me, but I'm bucking and writhing and moaning into her mouth, and she realizes what's happening and pulls back with a big smile and giggles. And she grabs my tits in both hands and starts squeezing and kneading, her palms grinding against my nipples!

That's it, it's over! I scream as my orgasm slams into me and slam my ass down on Josh again and again, bucking so hard the whole bed shakes. And that bitch Wendy bends down and sucks in one of my nipple and starts grinding her tongue against it! OOOOOOOOHHHHHHHH FUCCCCCCCCCKKKKKK! I can't stand it! I let out a series of short squeals, each one higher in pitch, and my whole body is shuddering and shaking!

I start muttering "Oh my god, oh my god, oh my god," over and over as the waves finally subside, and Josh puts both hands under me and heaves, lifting me off of him. And When I hear his loud gasping I realize, he couldn't breathe! Well that makes two of us! My chest is heaving and I'm panting, trying to get under control.

And now Wendy is running her hands softly over me and leans forward to give me a tender kiss. And when Josh finally manages to get his face out from underneath me he gasps, "My god, Sheila, do you always squirt like that?"

Not that I know of, but Wendy looks at him and starts giggling, and I just have to turn around and look too. Oh my god, his face is soaking wet, with little streaks of my white cum all over it! Even the sheet is all wet!

I finally manage to get up the strength and roll away from Josh, and lie spread-eagle on the bed, still panting. And I have to put my hand over my pussy and slowly stroke it because it feels so fucking good! But Wendy and josh are just starting, and I watch as she straddles him and slides down on his cock, moaning. And she leans forward, putting her hands on his chest. She starts rolling her ass up and down, and his cock is glistening wet from her boiling cunt!

In no time he's rolling his hips and they are slapping together, fucking hard and deep and oh god it looks soooooooo good! I never saw another girl get fucked before, and it really turns me on! And I roll onto my stomach and crawl over to Josh, kissing him hard and ramming my tongue into his mouth. Wendy is squealing and moaning with every thrust, and Josh is gasping into my mouth.

I push up onto my knees and grab Wendy's hair, making her straighten up, then ram my tongue into her mouth, grinding my lips on hers. And when I grab her nipples and begin squeezing and pulling she howls and begins pile-driving straight down onto his cock! Josh grabs her hips and begins thrusting up, and suddenly the slapping of their bodies is incredibly loud! She's moaning into my mouth and clutches me with both hands to steady herself.

But then she pushes me away and bends over Josh again, this time resting her forearms on his chest and she begins bobbing her ass up and down on him hard and fast. She's whimpering and crying with every stroke now, and I know she's almost there. In response he pulls his legs up behind her and begins pounding, so hard he's ramming her forward with every thrust. But she rocks back, meeting him every time!

Suddenly she makes a sound that's between a scream and a growl and falls forward, flat on his chest, her face against the side of his neck. And when he buries his cock in her she grinds against it, crying and moaning as her body bucks and shudders on top of him. She lies there for a minute, gasping and panting, but finally lifts slowly off of him and rolls onto the bed. And his cock is still rock hard, and pointing straight up!

I know he must have been close, and he's still gasping too, so I bend over to him and kiss him, at the same time grabbing his cock and stroking it slowly and gently. Soon he pushes his tongue through my lips and reaches a hand to grab one of my tits, squeezing it hard, and I know he's coming back. I start beating him harder until he moans and pushes up from the bed, and pushing me back. I'm boiling hot again and I want that cock in me, NOW!

And when he says quietly, "Put your head down," I jump to comply, knees spread and face down on a pillow. He's behind me before I've stopped moving, first running his hands over my ass, then up and down my inner thighs, making me shudder. And then I feel it! The tip of his big cock, sliding over my pussy as he rocks back and forth.

And I moan, "Oh god, don't tease me! Put it in me, now!" And almost instantly I feel the head of his cock spreading my lips, and as he pushes I groan because he's so fucking big! For a moment I'm not sure it will fit, but I'm so fucking wet almost anything would go in there, and he rocks slowly, going a little deeper every time. As soon as I can breathe again, my body quickly adjusting to him, I begin to rock back onto him, and soon he's almost buried in me, giving me long slow strokes. I've needed this so bad, and now it's almost too delicious! When he begins to move a little faster I beg him to go slow, wanting to savor it and not have it end too soon!

But before long I need more and so does he and gradually, as he begins to ram into me, his thighs slapping against my ass, I start rocking back to him and breathlessly gasp, "That's it! NOW! Give it to me!" And he does, gradually picking up the pace, and oooooooh god, he's so deep! I moan and whimper, trying to stay with him, but nothing has EVER been in me that deep before, not even my toys, and I feel so stuffed! But damn! It feels soooooooo good!

I'm beginning to shudder and I can feel my cunt starting to flutter, trying to clamp around his cock. But he feels it and growls, slamming against my ass even harder and driving every last millimeter into me! And now Wendy has come back to life, and she crawls over to me, looks up at Josh and snarls, "This is what you wanted! Fuck her! Fuck her hard!"

And he starts pistoning into me, so hard I'm sliding on the bed with every stroke, and I have to brace my hands against the headboard! I can't keep up any more, and just hang on and squeal and grunt with every stroke! And I can feel it coming! Another orgasm building inside of me, taking over my body and making me lose all control!

His fingertips are digging into my hips with a vise-like grip, and I can feel his sweat splattering over my back. And suddenly Wendy reaches under me and grabs my tit! First she squeezes, hard, then she finds the nipple and pulls, just pulls, stretching me out soooooooo fucking far! It hurts but it feel soooooooo good and that's all it takes! I scream and slam back against him so hard he stops moving, having to hang on to me, and my entire body spasms, legs sliding out from under me and making him hold me up!

As I go into outer space I can hear myself growling, roaring with each wave that smashes through me, and I convulse time after time. This was the BIG one, the one I never had before! And when it's over I'm lying flat on the bed on my stomach, and my eyes are full of tears and I have no idea why because it was wonderful!

But slowly I'm conscious of other sounds. Sloppy sucking sounds. And I manage to turn my head to see Wendy slobbering over Josh's still very hard cock. But he's panting now, head back and eyes closed, and it's obvious he's almost there. I force myself up and crawl closer, to watch, and as she continues to bob, going faster and faster and taking as much as she can, I reach over and fondle his balls.

That makes him begin to moan, "Oh fuck, oh fuck, oh fuck, oh fuck!" and suddenly he reaches out and grabs her head and slams it down on his cock! And her eyes seem to bulge out because he does it so hard he rams himself into her throat! She can't make a sound, but her hands are little fists, pounding on the sheet! But Josh doesn't care, because his hips have begun to buck and thrust against her face, and when I see her scrunch up her eyes I know the first blast of cum has gone down her throat!

But I grab her hair and pull her up, holding her in place as his cock continues to spurt time after time over both of us. He must have been saving that load, because by the time he's through we are both covered, cum dripping from our cheeks and chins, and dribbling down over our breasts. And I can't resist; I grab her face in both hands and pull her to me, ignoring the cum we both swallow as I grind my lips against hers. And when I ram my tongue into her mouth I feel hers meet it and weakly flutter against it.

But I feel her arms and hands wrap around me, pulling us together, and we fall sideways onto the bed, still kissing and moaning into each other's mouths. Josh has fallen over backwards onto the bed, his hands thrown above his head, But he's watching us with an expression of amazement.

Eventually we manage to wipe most of the cum off our faces and crawl over to Josh, double teaming him with soft little kisses and licks. And before long we are all asleep, Wendy and I sprawled out in either side of him.

Josh has to work on Sunday morning, and somehow, he manages to wake up a couple of hours early. And I become conscious of it when I feel a hand rubbing lightly up and down my back. I moan at first, but as I waken I realize how delicious it feels, and settle back down to enjoy it. And when I hear little noises on the other side of Josh I realize Wendy is getting the same treatment!

I've been on my own for so long it feels really strange to wake up with other people. But right now it feels really good! After a few minutes, Josh whispers quietly, "Good morning, angels!"

Oh shit! We have certainly proved we're no angels, and I respond by giving him a playful whack in the ribs. He jumps and grunts, and I hear Wendy say, "Angels my ass, you wouldn't want us if we were angels! How about fuck buddies?"

Caught totally by surprise, both Josh and I laugh at that, and I lift my head to look at Wendy, but the first thing I see is Josh's cock, standing straight up! "Oh my god! I think you're right. Look!" I giggle to Wendy, and I hear a gasp as she sees it too.

But Josh says, "It's just morning wood! I'm a guy, what do you expect?"

Wendy laughs. "Bullshit! That's Sheila and Wendy wood!"

"Could be," he says. "Same thing either way though. It's morning, for me anyhow, and I'm horny! And I have to leave pretty soon and go to work, dammit!"

"Oh my god," Wendy says, "we can't let him go off to work like that!"

But I'm the old lady of the crew, and I know just what's needed here. "I know how to fix that, it's what all guys want first thing in the morning!" And as I push myself up to my knees and spit on my hand I add, "This way they don't have to work too hard!" And I wrap my fist around him and start to slowly pump.

He moans and settles back to enjoy whatever's coming, and I see Wendy push herself up, watching me. God, he's so fucking hard already! But I guess that's par for a 21 year old! Bending down, I swirl my tongue around and around his tip, and he shudders and moans. And when I finally suck him in he actually relaxes, enjoying the sensation of my warm mouth covering him. I quickly begin to bob, going farther little by little as I begin to drool and lube his shaft. I keep up a steady pace, lips not too tight, and just let him enjoy it! And soon I feel a hand in my hair, not pushing, just touching.

Wendy reaches over and caresses his balls, fondling them. But soon she reaches with the other hand and wraps it around the base of his cock. And when I lift my head she begins stroking his wet shaft! I let her take over and begin kissing and licking all around, from his thigh to his hip, and giggle when he gasps at almost every touch. Wendy is bobbing on him now, harder and faster, enthused after her success of last night. And she's drooling so hard he's messy already!

I don't want to disturb her, so I crawl up to Josh and drag my tits over his chest as I move to kiss him. He moans when I lock my lips over his, and rams his tongue into my mouth. And the next thing I know, both my tits are in his hands, being fondled and kneaded. I moan and whimper into his mouth and our lips grind together. But suddenly he moans even louder, and I look back to see that Wendy has him in her throat again! She can only move up and down a little, but his body bucks and his hips thrust with each bob of her head.

My nipples are rock hard under his hands and I push myself up and ram one into his mouth. His lips lock around the nipple and he sucks hard, grinding his tongue against the tip. Now I can't keep from squirming against him, and I begin to moan and pant. And I slide a hand down between my legs and begin to stroke myself.

But Wendy raises her head from his cock, gagging and gasping for breath, and she slaps me on the ass! And I pull away from Josh and scramble to trade places with Wendy, grabbing his sloppy-wet cock from her. I don't waste any time, and just dive down on him, inhaling his cock as far as I can. And then I begin to bob, hard and fast, and soon I find the right angle and feel his head slide down my throat! And I keep pushing and swallow him again, right down to his balls!

I'm more used to this now and my throat doesn't fight so hard, and I find I can take him with long slow strokes again and again. I love feeling his cock deep inside of me, knowing it's halfway to my stomach, and I make sloppy gurgling sounds as my tight lips squeegee his shaft each time I suck him in. Wendy is playing, giving him little kisses all over his chest and neck and face, but every time I slam my lips down over him he moans and gasps.

Before long he begins to whimper and his hips are rolling hard, meeting every thrust of my mouth. I know he's close and I pick up the tempo, bobbing fast and hard and grinding my tongue against his shaft. He suddenly yells out, "Ahhhhhhhh shit!" and bucks hard, and I lock my lips around the base of his shaft as his hips begin to pump and the first spurt of cum goes into my stomach! I pump up and down a couple of more times, then pull back just enough to catch the rest of his cum in my mouth and I wait till he's finished, sucking him dry.

When I lift my head Josh has a big smile on his face and so do I, as well as a mouth full of cum. But Wendy missed out, he came so suddenly, and I push myself away from Josh and kiss her hard, feeding her the snowball of cum. She rolls it around in her mouth and passes it back, and each of us shows the mouthful to Josh, who shakes his head and laughs, "God damn, you two are nasty!"

Wendy looks at him with a smirk and says, "Well yes, I guess we are, but you already know that because we wouldn't both be here with you, eating your cum otherwise! And you must be nasty too, because I'd say you love it!"

With that we all start laughing and collapse together in a pile on the bed, relaxing for the little time we have left. But after a few minutes, Josh says, "What do you think ... about going to the amusement park again next week, the three of us ... and asking another girl to come with us?"

There's silence for a moment as Wendy and I look at each other. But I know what she's thinking because so am I, and I reply, "Wait a minute! If you get another playmate ... or fuck-buddy, then so do we! We'll ask the girl if you find another guy to come too. And he better be a stud!" And Wendy and I high-five across Josh's body!

Josh heads out for work, but Wendy and I still have three hours before we have to go in to the gym, so we climb under the covers and snuggle up together. And it feels so warm and nice we just can't resist putting our arms around each other. Her hard, toned body feels so soft and smooth and warm in my arms, and when I press my lips to hers for a kiss it's eagerly returned. And in no time, we are making out, running our hands lightly over each other. As I slide my tongue into her mouth she moans, and I feel her hand gently grasp my breast and squeeze, just a little. And I return the favor by sliding a hand down over her ass and rubbing circles on one cheek.

We moan into each other's mouths and slowly grind our bodies together, luxuriating in the feel of soft warm flesh on flesh. And when I slide one of my long legs up over her hip we can rock slowly together as we roll our hips. Oh fuck, it feels so good! Just like I remember it from college. Slowly we run our hands over each other, enjoying every curve and hollow. And she moans, whispering, "Somehow I knew you'd be like this!"

It's out in the open now, no secrets between us, but after the night with Josh we're both covered with cum and sticky with sweat, and I whisper in her ear, "Baby, I think we should take a shower. Together."

"Oh yes," she moans, "I'd like that!"

And we force ourselves to get out of the covers and head to the bathroom, holding hands. I get the water just warm enough and give her a hand as she steps into the shower, then climb in after her. And when I press myself against her back, putting my arms around her, she moans and leans back against me as my hands slide over her slick wet breasts. And as I run my palms over her rocky hard nipples and kiss the side of her neck she squirms, pushing her ass back against me.