My Girlfriend and Her Best Friend

"I reckon we should go play with Dylan first, what do you think?" Lex asked, still licking -- gently again now -- and smiling. She was hoping Holly would remember something else they had talked about in the last few days.

"Oh...yeah. Let's go do that!" Holly responded enthusiastically, pushing herself upright with one hand and pushing Dylan over. He went quite willingly of course, thinking that whatever they wanted to do to him could only be good.

Both girls made immediately for his cock, ignoring the rest of him. They kissed the soft, smooth skin all over, breathing in the smell of him. Lots of slender fingers ran along his inner thighs, played with his balls and rubbed behind them. He sighed, and propped himself up to watch while they teased him.

Then Lex pulled his foreskin back, exposing his cock properly. He was red and moist and very, very hard. She licked him from base to tip, her tongue flat and wide. Holly joined in, and between them made him nearly as wet as they were. Dylan was considering begging them to suck it when Holly let her lips slide over the head of his cock, making him gasp and lift his hips. Holly rose with him, letting her lips go no further. Dylan was frustrated, but he knew where this game would go -- Lex thought stopping whenever he moved was fun, too -- and he tried very hard not to do it again as Holly swirled her tongue in circles around the head. She sucked as she let it pop out of her mouth, and it was almost instantly enveloped by another hot mouth, this time Lex's. She too let toyed with him, sucking lightly and kissing it, but only on the head. Then she and Holly swapped again. They kept this up for several long minutes, during which he felt great, but the interruptions stopped him from really getting very far. It was very frustrating.

Once again, Lex began bobbing her head up and down, at first only around the head but then -- finally! - slowly working her way down, taking a little more of him into her mouth each time. Dylan made a low, contented noise as her lips met the base of his cock, dripping wet and held tight. He filled her throat -- she would have to come up for air soon -- but before that she made a motion to Holly that Dylan couldn't see. Holly smiled, and pushed his legs apart and back.

"Hey, what are you doing?" Dylan said suspiciously, but he didn't stop her. Better to do as you're told with two naked girls in your room.

"Nothing scary, stop panicking," Holly told him, smiling. "Now can you hold your legs there please?"

He did. He was nervous, but that didn't last long. It turned out Holly just wanted to play with his balls, taking them in her mouth one by one and sucking on them ever so gently. Lex finally released his cock, panting. Although he felt very exposed, Dylan could see the advantage of this position: Lex could play with his cock and Holly his balls at the same time. Everybody was happy!

The girls kept going, but soon he realised that they had no intention of finishing him and then letting him watch them. They worked slowly, teasingly. He kept wanting more, tensing and relaxing and trying to thrust himself into Lex's mouth faster, but whenever he did she stopped moving. Holly kept toying with his balls, flicking them and playing with them, but never going very hard or fast. Dylan wasn't sure whether this was heaven or hell: between the two of them he felt hot and ready to cum and the feeling just kept going... and going... until he was desperate.

"Please! Either let me cum or stop it!" he begged, his voice a little hoarse.

So they stopped.

"Oh. I didn't really mean stop you know," he said, a little bit dazed.

"No, you meant let you cum or stop," said Holly helpfully.

"And as we aren't going to let you cum, the only other option left was to stop," added Lex, even more helpfully. Dylan looked put out.

"Will you let me cum?" Dylan said, sounding a bit worried. This wasn't going quite the right way anymore. He knew they wouldn't completely stop him -- hopefully -- but he had really wanted them to do it for him.

The girls looked at each other, pretending to contemplate this. Then Holly shrugged and lay down, pulling Lex on top of her. Holly held Lex's breasts and just let them sit in her hands, feeling the weight of them. She found this was far more fun when they were someone else's. Holly pulled Lex downwards, taking one pink nipple in her mouth and sucking greedily. She flicked it with her tongue, and licked it and bit it rubbed it in circles. Holly was determined to try as many things as possible, having found a new favourite past time. This was fun!

Trying not to be too noisy -- Dylan knew and Holly was discovering that playing with her nipples made Lex get a little out of control -- Lex took the hand she wasn't leaning on down to Holly's pussy. Probing very, very gently with a single finger, she found Holly was soaked. Lex let the tip of her finger slip inside Holly, causing her to tense and jut her hips up off the bed, looking for more. Lex obliged, burying two fingers deep inside Holly. Holly moaned. Curling them slightly, she stroked Holly, probing and rubbing, looking for where it felt best. She kept a steady rhythm, fingering Holly.

"Ow, shit! That hurt, Hol'..." Lex complained as Holly bit her, sharply.

"Sorry...you surprised me... can you keep going there...please?" Holly mumbled, switching nipples. Apparently Lex had found the right spot. With Holly distracted, Lex looked up to Dylan. He was watching them, fisting his cock. He looked like he needed distracting too.

Making eye contact, Lex mouthed 'strap-on' at him. Dylan's eyes practically lit up. 'for you or her?' he mouthed back. 'Me!'

He obediently hopped off the bed and disappeared behind the girls, looking for the strap on that Lex mostly kept for fucking him with, but he knew she took the dildo off it and fucked herself with it in his absence. Holly didn't seem to notice, she was still suckling and moaning and trying to get more fingers.

Suddenly, Dylan appeared behind her, kissing her neck and letting his cock nudge her asshole as he leaned over her.

"Help me get it on, quickly," Lex whispered to him, kissing him as much as she could without moving away from Holly. Holly's eyes were still closed. Between them, Lex and Dylan got the straps around and done up without Holly noticing anything except what was in her pussy. So far, so good.

"Dylan?"

"Yes?" he was still probing her with his cock, making her wetter than ever. It was difficult to think when he was doing that, and even more difficult not to just slide back onto him.

"Let me get sorted with Holly, and then I want you to fuck me, ok?"

"Very ok, please hurry. Otherwise I will cum right here instead."

Lex smiled. She could hardly blame him: he had been teased and played with an awful lot this evening. Lex removed her fingers from Holly. Holly came to, with an expression like she had just woken up.

"What did you do that for?"

"Look down Holly, wouldn't you rather have this?"

"On second thoughts...yes please!" Holly grinned up at Lex. Lex took a pillow from the top of the bed, folded it in half and put it under Holly's hips. If Holly was at a better angle for Lex, then Lex would be at a better angle for Dylan.

Trying to work from her hips, Lex lined herself up and slowly entered Holly. The strap-on wasn't big, but Lex felt she ought to be careful anyway -- it felt much different to fucking Dylan with it. Holly closed her eyes, smiling blissfully, as it filled her pussy.

Lex held still, and Dylan took this as his cue. He crawled up the bed behind them, taking the opportunity to gawp at the amount of legs and ass there was displayed to him. His girlfriend was fucking her best friend and he got to join in. His cock swayed beneath him, throbbing and frustrated. Dylan lined himself up with Lex's pussy, for a moment pausing to enjoy the hot wetness on just the tip of his cock, inviting him in -- but only for a moment. He thrust himself into Lex in one easy stroke.

Everyone held very, very still, breathing heavily and pink in the face all of them. It was an odd atmosphere; intimacy between three people was different than between two. Tentatively, Lex began to pull out of Holly and back onto Dylan. As Lex began to move, he adjusted himself, sitting back on his heels and getting as close to her as possible, so that she would naturally slide onto his cock with her movements in and out of Holly.

They slipped into the rhythm quickly. First Dylan sat still, enjoying watching Lex fuck Holly as she slid up and down him at the same time. Holly moaned and arched her back, closing her eyes, her arms stretched out above her to hold the headboard. He could see Holly's long legs spread out to either side of Lex's body. Without realising he was doing it, Dylan began thrusting upwards whenever Lex moved back, pushing himself deeper into her pussy. This only spurred Lex on to go faster, pounding away into Holly. Dylan hadn't seen her like this before -- she had done him with the strap-on, sure, but then she did so carefully, no matter how hot she was. Now she moved like she could actually feel the strap-on, rough and out of control. Lex got faster, Holly got louder, and Dylan grew increasingly close to cumming. Eventually, moaning continually and clawing at the sheets wasn't really enough for Holly anymore, and one hand went to her pussy, rubbing her clit in tiny, quick circles. For a few moments, she went very quiet. Suddenly a high pitched sort of mew escaped and she instinctively pulled Lex down to her, holding on to her. Lex's face ended up pressed against Holly's soft boobs, so she began slowly toying with Holly's nipples.

Dylan was still going. Thanks to Holly, Lex's head was down and her round, firm ass was in the air. Before him there was his girlfriend and her beautiful best friend, sprawled on the bed panting. They were holding onto each other, and Lex was sucking on Holly's nipples, at the same time still rocking her hips for Dylan's cock. Watching them, Dylan finally folded. His balls felt fit to burst and he finally gave in to it, pounding his cock into Lex as hard and fast as he possibly could. Lex cried out as he came, he was grasping her hips and digging his fingers in, holding her still as he exploded inside her.

When he was done, he lay down on the bed to the side of Holly, and Lex slumped sideways between them. Dylan curled up behind Lex with his arm around her waist, breathing hard. Lex and Holly smiled at one another.

All of them woke up sometime later, still naked and curled up together. It was chilly now, and Dylan noted that both of the girls had pointy nipples. Then he realised that, more importantly, there were still two girls on his bed. That meant they would stay for tomorrow, and tomorrow was his birthday! Feeling immensely excited about this, he carefully got up and switched the lights out. He nudged both of them awake -- a kiss each, gently on the lips -- and pulled the covers back. Everyone crawled in. Lex and Holly settled on either side of him, almost as if it had always been that way.

Holly fell back into sleep quickly. Lex was still sort-of awake.

"How drunk were you two, anyway?" Dylan whispered, nudging Lex.

"We weren't actually. We just thought there was more chance that we would get away with accidentally kissing each other if you thought we were. Sorry we didn't warn you."

"I did wonder, it all seemed a bit too good to be a simple drunken accident. But how come you didn't warn me?"

"Well, it wouldn't be a birthday surprise if we warned you. Did you enjoy it though?"

"Yes! Thank you very much. I would tell Holly thank you if she was awake." Dylan grinned in the dark.

Lex looked at the clock. It was 12:15. "Look at the time - happy birthday. Now go to sleep, we have a lot to do tomorrow." Lex said, smiling at him.