My Best Friend's Girl Ch. 03

Rachael's dark blonde hair, rested just above her large firm breasts. Rachael's nipples still stood hard, encircled by her large areolas. I was amazed at how incredible she looked in such undress. Years of imagining women naked, and the first one I saw in person far exceeded my expectations.

My heart was racing as I stared at Rachael's nude body. She made her way over to the bed and grabbed onto my shorts, sliding them and my underwear off my body. The cool air of the room sent chills through my body as my throbbing dick was exposed to the elements. Rachael reached over and grabbed ahold of my hard cock and slowly began to stroke it.

All I could do was look on and enjoy. I watched as Rachael moved her mouth down to the tip of my cock and licked off the precum which was oozing all over it. The pleasure from just the glance of her tongue on my dick was almost too much to handle. Rachael proceeded to place her mouth down on my shaft and gave me gentle head.

I closed my eyes and leaned back, enjoying the jolts of pleasure coming from Rachael's luscious lips. My soft moans filled the otherwise quiet room. Rachael spent maybe a minute going down on me, but it felt like far longer. The feeling was magical.

Rachael slipped her lips off my shaft and pulled herself up onto the small bed. Rachael straddled her naked body over top of mine and raised her hips over my wet cock. I stared down at Rachael's smooth tight pussy and watched as the tip of my cock pressed against her and quickly disappeared into her warmth.

"Oh yes," Rachael softly moaned as I filled her up.

Rachael took control; but did so very slowly, savoring every moment. I reached my hands around her hips and placed my hands onto her bubble butt. I gave them a playful squeeze, as her hips rocked against me.

Picking up the pace, Rachael continued to ride me. Her large breasts began to jiggle up and down as her movements became more intense. I moved my hands up and grasped onto her breasts, massaging them. Rachael was really into the moment. She began to moan loudly as she enjoyed the breast play and my cock.

"I'm so close," Rachael gasped between a pair of moans.

This entire experience was too much for my virgin cock to take. As Rachael continued to ride, I blasted a tremendous load inside of her. I began to moan and groan as I could feel my cum filling up Rachael's pussy. Rachael evidently could feel it too, as she moaned louder and louder. Her violent riding abruptly stopped as she let out a scream. Her orgasm left her body stiffened and gasping for breath as pleasure swept through her body.

As the orgasm ran its course, Rachael lay down on my chest. She was breathing heavily, occasionally shaking as the aftershocks of her orgasm took control of her body. Her bare skin was warm as it was pressed against mine. Her sexy hair lay against my chest and shoulder.

Rachael slowly slipped off my softening dick and lie back on top of me. We enjoyed the feeling of our naked bodies on one another and drifted to sleep.

The next morning, I was brought out of my heavy sleep by the buzzing of my alarm clock. I quickly cut it off and tried to motivate myself to move. Rachael still lay on top of my body, as there was nowhere else to lie on the small bed. The alarm had briefly startled Rachael, but she had quickly gone back to sleep.

As I looked at Rachael's beautiful sleeping face, I couldn't help but feel both enjoyment and guilt for the previous night. I hadn't expected to lose my virginity that night, but I was glad that I had. Rachael was a wonderful person, who I cared deeply about. She was just the type of person I had hoped to have my first time with. Yet, I was riddled with guilt as I still felt the sting of betrayal I had given my best friend.

I slipped out of bed, doing my best to not disturb Rachael's sleep. I slipped on my lifeguard uniform and headed out of the dorm and to work.

What would Rachael have to say about the previous night? She was the one who initiated our physical encounter, but did she feel guilty like I did? Was she going to leave Ryan to be with me? Would she even acknowledge what had happened? All of these questions floated through my head as I sat on the lifeguard stand and watched the few lap swimmers in the pool.