My Best Friend David Pt. 03

To my dismay, our lips finally part, leaving me yearning for more. I look up at Stephanie with my big brown eyes.

"More?" She asks with a soft giggle, and I nod eagerly, putting one of my hands on the back of her head and pulling her back into me. We start to kiss again, more urgently this time, the sound of us making out accompanied by an occasional moan escaping my lips as David continues his work between my legs.

I feel the soft fingertips of Stephanie gliding up my bare stomach and finding my bikini top, sending goosebumps along my skin. I lean forward a bit, allowing her to deftly tug at the ties on my back and I feel her pull my top free, tossing it aside. The air feels cold against my breasts and I feel more vulnerable than ever, heightening the sexual excitement. She pulls back from our kiss for a second to lick her finger, her eyes never leaving mine, and then kisses me again.

Her slick fingertip start to caress my already hard and sensitive nipple in torturously slow circles, and it's just too much. I am completely overwhelmed by the mixture of sensations hitting me all at once, and I'm almost instantly sent careening over the edge. David's tongue continues its dance against my clit, my hips starting to squirm and buck. Stephanie's lips connect with mine as we make out, my own kisses become erratic. Her fingertip presses down against my nipple and teases it back and forth.

"Nnn... Oh fuck..." I manage to moan, pulling my lips away from Stephanie's. "Oh... oh..." I moan, my voice going up an octave, struggling to formulate a sentence.

"Cumming already?" Stephanie whispered with her devilish smile. "Good." With that, she buries her face in my neck, sucking softly and kissing, her finger never stopping its teasing motions against my nipple.

My body grows warm and tingles, growing tense and buzzing with ecstasy, my orgasm building to a massive intensity. "Im cumming...", I manage to whimper, gritting my teeth and arching my head back, totally overwhelmed by being pleasured by two people. Finally, my body explodes with sweet release, my legs shaking and my back arching, and I let out a loud moan, unable to stop it even if I wanted to. I can hear Stephanie humming with approval in my neck, and David is tightly gripping my thighs and holding me down through my orgasm.

"Holy shit..." I say, trailing off as I pant breathlessly and put my hand on David's head, pushing him away, desperately needing a few moments to recover.

"That good, huh?" Stephanie asks, giggling and giving my nipple a reprieve from her teasing.

"I'm taking credit for that one." David says with a playful laugh, getting to his knees and pulling his swim trunks down. His thick seven inches springs free, a bead of precum already glistening from his tip, clearly beyond ready to get in on the action himself.

"Fuck... you're even hotter than I thought." Stephanie says, sitting on the bed and biting her lip, her eyes wandering over David's toned body. This was the first time I had seen her lose her composure all afternoon.

"I think your boyfriend desperately needs some attention." She says, looking down at me. "Do you mind if I...?" She asks, trailing off and waiting for consent.

I was a little apprehensive at first to see David with another girl, but the more I thought about it, the more I found it exciting. It was clear this was just for fun, and I knew just how much they both wanted each other. It's not like I was going to be left out of the fun, and besides, I was still spent, breathing noisily as I lay on the bed.

I grin at her and nod, biting my lip and watching to see what would unfold.

Stephanie smiles widely at me, turning her attention back to David.

"Looks like we get a second chance." David says with a smirk, his eyes visibly roaming up and down Stephanie's body, which only emboldens her.

"Oh, and you have no idea how much I've been looking forward to this." She replies, moving closer to him. "Lay down, where she can see." She adds, turning and winking at me as if she was doing me a solid.

David obeys, laying on the foot of the bed, perpendicular to me so I had a good side view of him. I watch as Stephanie slowly crawls her way over to him, the hunger on her face very evident as she stares into David's eyes. As she crawls, her breasts hang down in her bikini top putting her cleavage on full display, and even I couldn't help but stare along with David.

"Just lay back and enjoy. You've been very patient." She says in a sexy voice, starting to kiss his toned chest, the wet sounds still audible over the hum of the party. Her lips move further down, worshiping every inch of his stomach, her eyes never leaving David's, wanting to relish the pleasure he was getting from this.

Finally she reaches his cock, which is laying heavily against his abs, twitching slightly along with his heartbeat. A large smile comes over her face and she takes it in her hand, her slender fingers wrapping around his full girth. She admires it for a moment as she lifts it vertically, before leaning down and starting to plant wet kisses at the base. I bite my lip as I watch, seeing just how big David is, his full length covering Stephanie's face. There was something so sexy about watching his throbbing shaft in her hand.

She watches him closely as she kisses from the base of his shaft upwards, making sure her lips caress every inch of him until she reaches the tip. She starts to lick slowly and concentrates right under his tip, grinning as David moans softly, clearly relieved to be getting some physical satisfaction of his own.

Stephanie tightens her grip at the base of his cock and squeezes, moving upward, and a large bead of precum pools and then spills over the tip, slowly dripping down his shaft.

"Looks like somebody's excited." She teases, before licking up the glistening stream with the tip of her tongue. She kisses his cock a few more times before slowly taking his tip into her mouth, her full lips wrapping around him. Her cheeks cave inward slightly as she increases the suction, and by the way David is arching his head back just a little bit, I can tell that she is swirling her tongue around his tip.

I am feeling quite hot, and before long I realize my hand is already between my legs rubbing myself as I watch the show in front of me.

Stephanie is now taking him in her mouth fully and bobbing slowly, her free hand caressing his ball as she does so. His cock is slick with her saliva, and she is very caring with her lips, making sure to caress his tip every time she moves her head upwards. David is clearly enjoying it, moaning softly and watching with a frown of pleasure on his face. A look that I was very familiar with at this point.

She starts moving a little faster now, her hand on the base of his thick shaft stroking in rhythm with her mouth. Her wrist is rotating as she strokes him, and that really seems to be driving him wild. David's moans are growing louder and his stomach is rising and falling faster as his breathing picks up. Stephanie lets his cock very slowly slide out of her mouth with a wet noise and she kisses the side of it a couple times.

"Oh, no, no, no, honey. You're getting way too excited. You have two women you need to please before you can even think about cumming." She says teasingly with a mischievous smile at him, gingerly holding his slick manhood in her hand, letting it rest. "You need to cool down."

David groans. That was the last thing he wanted to hear. "I wasn't getting too excited." He retorts.

I giggle, knowing that was a lie, and Stephanie laughs with me. "Oh please." she says, letting his cock slip out of her hands and letting it rest against his abs, throbbing slightly. She looks over at me and sees me playing with myself, my sex visibly wet at this point, and I freeze, suddenly nervous from the attention.

"It looks like your girlfriend needs you." She says to David, her eyes clearly staring between my legs. After a moment I let my anxiousness melt away and I moved my hand away, giving her a clear view, my big eyes devouring her body. "Do you think you can handle it, big guy?" She asks him. "You're not allowed to cum until we tell you."

David nods, eagerly getting to his knees and starting to move between my legs, which I eagerly widen for him, my eyes glued to his slick cock now, my pussy aching for it.

"No, no." She says, clicking her tongue and putting a hand against David's chest, stopping him. "On her hands and knees. She's going to work on me while you're fucking her." She says, meeting my eyes.

"Yes mam," David says excitedly, grabbing my hips roughly and spinning me over. I eagerly get into position, putting an arch in my back and presenting my ass for him. He roughly pushes my back, correcting me and getting me just the way he wants me.

As David positions me, I watch with excitement as Stephanie moves over until she is in front of me, facing me. Without looking away from me, she lays down, spreads her legs, and smoothly tugs her panties down, putting her legs in the air and pulling them off her ankles. She tosses her panties aside and spreads her legs again, her little pink pussy glistening just a couple feet from my face.

"I know you've never gone down on a woman before." She says, watching me. "It's easy. Just do whatever you would want done to you."

She scooches herself towards me, her legs spread, and her pussy now within inches of me. My face had basically nowhere to go except right between her legs.

"Don't be shy." She whispers in an encouraging voice, and I feel her hand find the back of my head, gripping and gently pulling me in.

I can feel one of David's large hands on one of my ass cheeks now, squeezing, and then I feel a pressure against my pussy, starting to part me and push into me. I moan, awaiting the inevitable pressure as his cock fills me. I allow Stephanie to guide me in, and I press my lips against her pussy, feeling the wet warmth against my lips.

I kiss awkwardly at first, overwhelmed by this new experience, not to mention how hard it was to focus as I feel David fully entering me now. I moan against her pussy, my walls stretching to take David inside me, the familiar feeling of being filled dominating my consciousness.

"Mmm, I think she likes it." I hear Stephanie say.

I am able to regain my composure and I focus, running my tongue along her pussy slowly, getting the hang of it. I imagine myself in her position, and immediately my mind is locked in, knowing what I need to do. I teasingly kiss her wet folds, and then spread her lips open to find her clit. I kiss it a few times softly, and smile as I hear Stephanie moan for the first time. I felt powerful and sexy, making this supremely confident woman moan under my touch.

David is thrusting into me now, slowly but with long and deep strokes. I feel my pussy molding around him everytime he buries himself inside me, and I moan every time, needing it so badly after all the teasing in the pool, my previous orgasm no longer sufficient.

I can feel my body absorbing the impacts of David's lust, and I continue to focus my efforts on Stephanie's clit. I look up from between her legs, and see that she is watching me intently, her brow furrowed in pleasure. She moans again, and it just makes me redouble my efforts, wanting to please her even more.

Her eyes wander back up to David and watches as he fucks me, his toned body mounting me and heaving, expressing his lust into my tight pussy. She's biting her lip, clearly enjoying what she sees, and I think I can even see her cheeks blushing a little bit, her previous dominant confidence starting to melt away as she gave in to the pleasure.

I continue to kiss and lick her, and her pussy is incredibly wet now that she is watching David have his way with me.

"Do you like that pussy, David?" she asks him, her voice a little breathy and softer than before. "Fuck her hard, please?" she asks, her eyes begging him.

"I love that fucking pussy." David says gruffly, his thrusts growing harder. His hands move to my hips and lock me down, his thick cock sawing in and out of me making me groan in pleasure and I have to stop going down on Stephanie for a moment, pressing my face into the sheets and gritting my teeth, taking everything David has for me.

"Please.... Don't stop David..." I moan, my body tensing and I can feel myself getting close again.

"Don't cum yet, David." Stephanie reminds him, and I can feel her hand rubbing her own clit now as she watches David's fit body thrusting into me, fucking me to orgasm.

I grip the sheets tightly as I feel my climax approaching, even more intense this time. David's balls slap pleasantly against my clit as he fucks me hard, and I moan as I try to endure the building ecstasy.

"You're so sexy when you cum. Let me hear it." I hear Stephanie coaxing me as I get closer, her own hand moving rapidly against her pussy.

I lose control and I start to cum, my pussy clenching tightly against David's hard shaft. It's so tight that it squeezes him out of me with a wet noise. I collapse onto my stomach on the bed and put my hand between my legs, rubbing frantically as I cum. "Yes...", I whimper into the sheets.

"Fuck..." I hear David growl when his cock pops out of me. It was easy to tell he was enjoying it, but probably also struggling to hold it given the fact there were two desperately horny women at his disposal.

I am panting on my stomach, recovering from my second orgasm of the afternoon. The only other thing I can hear is the wet sound of Stephanie playing with herself. I look up at her and smile sheepishly, my cheeks flushed red. "Sorry, I... lost my concentration there." I giggle.

"That's ok, I don't blame you. We will just need to work on that next time." She says with a small smirk.

Next time? What had we gotten ourselves into?

"Now I think it's my turn for some dick." She says, removing her hand from between her legs and kneeling. "Sarah, may I ride your boyfriend's dick?" She asks in her most innocent voice.

I giggle, well beyond the point of caring what the three of us did together. "Have at it. Just a heads up, David is really going to struggle to hold it in with you on top. You've been his fantasy for the past couple of weeks." I say teasingly, looking over my shoulder at David.

He shrugs with a little smirk, not denying it. His eyes immediately wander Stephanie's body, excited that his desire was finally going to come to fruition.

"Is that so?" She says with a satisfied voice. "Well, lay down and let me make your fantasies come true. I'm going to blow your mind." She says confidently, sharing a look with David that I was sure was driving him crazy.

He lays down next to me by my side, so I could look over and see his face. Stephanie deftly moves to straddle him, facing us, and starts to teasingly grind her pussy against his raging hardon. She reaches behind her back and finds the ties to her top, pulling it gently until her top falls off and is dangling in her hand, and she tosses it aside. Her full breasts hang from her chest, her little pink nipples visibly hard.

"Like what you see, handsome?" She asks softly, staring down at David and putting a hand lightly on his chest. I could tell from his face that he was totally wrapped around her finger at that moment, and I smile, happy that David was getting what he wanted.

I turn around, laying on my back to get a better view. Stephanie takes David's throbbing cock in her hand and she holds it up vertically, lifting her hips up so her pussy is positioned just above his tip. She slowly starts to sit, her eyes never leaving David's, and I see his cock slowly being swallowed by her pink pussy. The lips are stretching widely as they tightly grip onto him and start to take him in.

David moans loudly, quickly followed by a moan from Stephanie as she arches her head back, closing her eyes with a large smile as she sits down all the way on David's fat cock. Her pussy was pressing firmly against his pelvis, leaving no space between them.

She slowly puts both of her hands on David's chest, propping herself up as she leans over, looking down at David. Her smile is gone though, and she is clearly doing this for her own pleasure now as her hips start to move up and down, expertly taking David's full length with each movement. I found I was touching myself again as Stephanie rides him, her ass softly clapping against his pelvis each time she devoured him with her pussy.

"Focus, David." I say teasingly, and the ecstasy is written plainly all over his face. There is no indication that he heard me, clearly focused on Stephanie riding him. His long shaft slides out of her, her tight lips gripping him before she pushes her hips back down relentlessly, a moan escaping her lips as he fills her once again.

"Fuck, David. You're even bigger than I thought." She says with a moan, her cheeks turning red. I play with myself and watch as she continues this slow rhythm for a few moments. Suddenly remembering the mirrored closet doors, I look behind Stephanie and see their reflection as they are locked in their intimate moment. Her thick ass is bouncing up and down, round and full. I get an even better view of David's incredibly thick shaft as it stretches and fills Stephanie's tight pussy, her hips working mercilessly to take that long dick inside her again and again. I rub myself even faster as I watch, losing myself in the moment and my moans mingle with theirs.

"Alright, it's time for me to cum." She says with a contented sigh, sitting back and straightening herself, putting her hands on his thighs. "I'm going to need you to concentrate and hang in there, ok?" She says, giving him her sternest look. "Sarah, tell him what happens if he's a bad boy?" she asks, looking over at me.

I quickly pick up her lead. "Oh, obviously no sex for a month." I say, shaking my head sternly at David who looks quite distraught. "I'm sure Stephanie and I can take care of eachother in the meantime, right?" I add, giggling.

She nods with a smile. "Mhmm." She turns back to David. "You ready?"

Before David can say anything, her hips have started again and picked up the pace significantly, her ass slapping down noisily against him as she works. She groans loudly, putting her hands on David's chest once again, really starting to get into the rhythm. She is clearly not holding anything back, using David for her pleasure and having no intention of stopping until she got what she needed.

David looks like he is really struggling, so I lean over and kiss him on the lips, trying to distract his train of thought while Stephanie gets what she needs from him. David's kisses are unfocused and clumsy, and I hold his cheek with my hand as Stephanie continues her rapid thrusting, David's cock making loud squelching noises as it buries itself again and again in her wet pussy.

"Fuck, David..." Stephanie moans, her confident tone gone once again, now morphing into a moaning whimper. "I'm going to cum..."

Stephanie clenches her eyes shut and her nails dig into David's chest as she tenses, her hips growing erratic before she moans loudly and arches her head back. "Ngghhhhhhh yessssss....." her moan fills the room as she starts grinding with David fully inside her.

David is gripping the sheets now and grunting quite loudly, probably on the edge himself as Stephanie's orgasmic contractions grip and milk David's thick girth.

Finally, Stephanie's hips slow and then stop, panting with a few beads of sweat on her chest. "Wow... that was even better than I imagined it... and I imagined it being pretty amazing." She says giggling, and then looks over at me. "Get up here" she says, motioning to David's face.

"Oh come on, it's my turn now." David says in an aggravated voice.

"Oh, you just be patient. You're almost there, trust us." I say, winking at him. "We will make it worth your while." I add, shooting a smile at Stephanie who grins back and nods.