My Girlfriend's Best Friend

Wyatt was walking with his girlfriend Madison to her dorm room. They were kissing and holding each other as they approached Madison's dorm room. Wyatt was excited to get to Madison's room and have sex with her. They had been having sex for several months and Wyatt loved every minute of it. Madison was a gorgeous girl and he was proud to call her his girlfriend. She had long, thick blonde hair with beautiful blue eyes and a bright happy smile especially when he was kissing her or eating her out. She wasn't a very tall girl but she was slightly above average height. She had a nice tight waist that lead to wide sexy hips with a tight little butt, but her best feature was undoubtedly her very large breasts. The first time Wyatt had seen her topless he could only marvel at her incredible naked breasts. Despite their large size they still sat proudly on her chest with very little sag. They had puffy proud nipples that were very sensitive and he loved how she moaned when he licked her stiff nipples. Wyatt pressed Madison against the wall just outside of her dorm room door while he made out with her. He reached one hand down to grope her firm, tight butt and brought the other hand up to grope one of her big tits.

"Hold on you horny boy. We have to at least get in my room first. We can't just have sex out in the middle of the hallway," Madison said to her boyfriend as she enjoyed what his groping hands were doing to her body.

"Oh come on babe I bet you would love having people stare at your big tits while I fucked you in the hallway," Wyatt said as he grinned mischievously at his aroused girlfriend.

Madison smiled back and said, "That might be something fun to do later but right now I have a surprise for you." Wyatt was surprised and intrigued about what sort of surprise his sexy girlfriend could have cooked up for him. Once Wyatt let go Madison turned around and unlocked the door to her dorm room. Wyatt followed his sexy girlfriend into her dorm room but whatever he had been expecting he was disappointed when he entered the room because the only thing waiting for them in the room was Madison's shy roommate Hannah.

While Madison was fun and outgoing and the life of the party Hannah was a very shy wallflower of a girl. Despite their very different personalities Madison and Hannah had actually become very good friends during their time at college. While many people would have assumed that since Hannah was a shy girl that she wasn't as attractive as the outgoing Madison in Wyatt's opinion they would be very wrong. While Wyatt really liked Madison and thought she was one of the most gorgeous women he had ever met he also thought Hannah was quite attractive in her own way. Hannah usually didn't wear any makeup but she still had a beautiful smile when you got her to open up. She had shoulder length curly light brown hair that framed her face well and some very big, very kind, doe-like brown eyes. Despite trying to hide it a lot of the time Wyatt could also tell that Hannah had a very fantastic body. He could tell that while they weren't anywhere near a big as Madison's Hannah also had some nice big breasts, but in Wyatt's opinion Hannah's best feature was her really big butt. She would try and wear loose fitting pants but her butt and hips were just so big that no matter what kind of pants she tried to wear they still stretched them out.

Wyatt was surprised to see Hannah waiting for them in the dorm room and assumed her presence definitely meant that whatever surprise Madison had waiting for him was now off. Madison went and greeted Hannah as if there was no problem with her being here. He was definitely disappointed that Hannah was interrupting Madison's surprise but she was always really nice to him and understanding if he and Madison wanted some private time.

"Hey Hannah how are you doing?" Wyatt asked Hannah.

"I'm fine," Hannah said to Wyatt very nervously turning her head and blushing. Wyatt was surprised that Hannah was being so shy around him. He thought that Hannah was comfortable with his presence by now so he was surprised by her sudden extra shyness.

"Come on Hannah I know you're nervous but I promise you this will be lots of fun," Madison said to Hannah as she turned Hannah to face Wyatt again.

"So babe here's your surprise. I told Hannah about all our sexy fun together and she was very intrigued about you, or at least one part of you," Madison said to her boyfriend in a very mysterious way but she had that mischievous grin on her face that Wyatt loved so much. Wyatt was still somewhat confused as to what Madison was suggesting but then he looked over at Hannah and it became much clearer. He could tell that Hannah's eyes were zeroed in on his crotch and realized that Madison must have told Hannah that he had a pretty big dick.

"Wait did you tell her about my size?" Wyatt asked his sexy girlfriend as she moved over behind Hannah and held her.

"Once I told sweet little Hannah here about how big you are she couldn't get it out of her head. She kept asking me more questions about your cock. Well I kept telling her how big you were and how good you are at using it but what really decided this little get together for me was when I came into the room one time and Hannah was laying on her bed masturbating. No big deal I thought to myself I'll go find something to do for a while to let her finish and then I'll come back, but then I heard something. I heard Hannah moan out your name," Madison was grinning ear to ear at this story while Hannah had blushed a very deep shade of red and was doing everything to look away from Wyatt but Madison was holding her in place. Wyatt still couldn't believe what he was hearing. His sexy girlfriend's shy sweet roommate had been masturbating while thinking about him and his big dick. His cock was a steel bar in his pants right now but he continued listening to Madison as she continued telling the story.

"Oh my gosh I thought Hannah is over there masturbating while thinking about my boyfriend. At first I was a little mad that she would have the hots for my boyfriend but then I realized she wasn't going to steal you away from me so I had nothing to worry about. Then I started getting a little turned on knowing that just telling Hannah stories about you was turning her on this much. I listened as Hannah continued masturbating while moaning your name. Eventually I heard her cum and let me tell you it must have been a pretty good orgasm cause she was none too quiet when she came. After she finished her orgasm I decided to confront her about what I just heard," Madison continued telling the story as Hannah continued to blush and look at the ground.

"So I asked her what she was doing and if this was the first time she had masturbated while thinking about you and what did you say Hannah?" Madison asked her embarrassed roommate. However, Hannah was too nervous and embarrassed to respond and so she just gently shook her head no.

"That's right and then I asked her 'well how many times have you masturbated while thinking about my boyfriend,' and she told me. And what was it that you told me Hannah?" Madison asked her roommate.

In a barely audible voice Hannah said, "I'm not sure." Madison then grinned back at her boyfriend.

"That's right. Apparently she has masturbated while thinking about you so many times that she's lost count. So I decided that there was only one way to curb this curiosity, and that was to show her what she's been fantasizing about. So that's your surprise babe. I want you to show Hannah your cock so she can see what I've been bragging about and we will see where it goes from there. So what do you think babe? Are you willing to show sweet Hannah what she has been fantasizing about?" Madison curiously asked her boyfriend while she held Hannah facing Wyatt though Hannah was trying to stare a hole in the floor and not make eye contact with Wyatt. At first Wyatt was almost too stunned to respond to his girlfriend. He was so turned on by the story that Madison had just told but he could tell that Hannah was really embarrassed and wanted to make sure this was something she was okay with and not just something that Madison was forcing on her. So he went over to Hannah and gently lifted her face up to look at him.

He looked into her big, deep, doe-like brown eyes and asked her, "Are you sure this is what you want Hannah? Do you want to see my cock?" Though Hannah was still clearly very embarrassed she looked up at Wyatt and gently nodded her head yes.

"Alright then Hannah I guess I can show you what you've been fantasizing about and you're sure you are okay with the babe?" Wyatt said to Madison.

"Oh yeah baby I'm quite curious to see what Hannah's reaction is to your big dick," Madison said smiling at her boyfriend. Wyatt smiled back at his girlfriend as he started loosening his belt. Once he had his belt undone he dropped his shorts. He smiled as he noticed Hannah staring at the bulge in his boxers with excitement.

"Are you ready Hannah?" Wyatt asked his girlfriend's friend. Hannah nodded her head yes without taking her eyes away from Wyatt's crotch. Wyatt lowered his boxers and Hannah gasped and covered her mouth as she stared astonished at Wyatt's large cock.

"Oh My Goodness! Madison you said he was big but that's fucking huge! You've actually had that thing inside of you?" Hannah looked over at her roommate doing nothing to hide her excitement and astonishment at Wyatt's large member.

"Yeah it feels great when it's inside of you though we did have to go pretty slowly the first time we had sex," Madison said to her surprised roommate as she watched her boyfriend stroke his long cock. Hannah turned back to look at Wyatt for a moment still taking in the size of his erection before turning back to Madison.

"How big is that thing?" Hannah asked her roommate.

Madison smiled back at Hannah before answering, "Well the last time I measured him he was a little over 8 inches long at about 5 1/2 inches thick." Wyatt smiled at his girlfriend as she bragged about his cock size while still stroking his cock.

"You know as much as I enjoy hearing my girlfriend brag to her best friend about how big my cock is I feel like you two are both a little over dressed now," Wyatt said to the two girls after pulling his shirt over his head leaving him standing completely naked in front of two very attractive girls.

"I guess he is right Hannah so why don't you show him that sexy ass of yours that he's always trying to sneak a peak of when you walk away," Madison said smiling very big to the two other people in the room. Hannah blushed red again at the thought of Wyatt staring at her butt. Wyatt's eyes bulged open at the realization that his girlfriend had noticed him staring at her best friend's butt.

Madison noticed her boyfriend's surprised reaction and said, "Oh relax baby I don't care if you check out other girls. Sometimes I check out other guys but I only want you." Wyatt was at first surprised at his girlfriend's admission that she looked at other guys but he realized it was only fair for her to look at other guys if she was okay with him checking out other girls. Madison then walked back over to her boyfriend as Hannah started loosening her pants to show Wyatt her sexy big ass. Once Madison reached Wyatt she leaned up to kiss him while replacing the hand that had been stroking his cock with one of her own. Eventually Hannah got her pants loose and lowered them to her ankles before stepping out of them.

Madison continued stroking her boyfriend's dick while she kissed him before saying, "Go ahead and look at her sexy ass baby. Don't worry about checking out her butt baby. Her ass is really nice and sometimes even I stare at it." It took a moment for Wyatt to realize what his girlfriend was saying before realizing that his girlfriend had just told him that she like to check out her roommate's ass. He turned to look at his sexy girlfriend gazing into her beautiful blue eyes as she smiled that brilliant beautiful smile back at him that he loved so much. Madison looked back at him before bringing him in for a passionate kiss before breaking the kiss and turning his head to look back at Hannah. Wyatt then took in Hannah's gorgeous round ass, which was being stretched out her sexy purple boy shorts underwear. Wyatt took a moment to admire Hannah's amazing butt in her underwear.

Hannah turned to look at Wyatt admiring her big ass in her underwear before saying, "So what do you think?"

Before Wyatt could even answer his girlfriend answered for him saying, "Oh he definitely likes your butt Hann. His cock twitched and got even harder when he saw you ass."

"Isn't that right baby. You love staring at Hannah's big round ass don't you? And look she even wore some of her sexy underwear for you. I guess she wanted to impress you tonight for your surprise," Madison said to her stunned boyfriend. Wyatt was still looking at Hannah and she turned back around to see him checking out her ass in her sexiest pair of underwear. Wyatt looked back up at Hannah's face and she blushed bright red making it clear that she had worn her sexy underwear to impress Wyatt. Wyatt continued staring at Hannah and Hannah was looking back at him. Hannah slowly turned around and realized that she was still wearing her t-shirt so she decided it was time for her to take off her baggy shirt. Once she had removed her shirt she shyly looked at the ground again while Wyatt stared at her gorgeous mostly naked body. He could see that he had been right about how sexy Hannah's body was once she was standing there in just her underwear. She was wearing a purple bra that was obviously part of a matching set with her panties and it was doing its best to hold her full C-cup breasts. Wyatt continued taking in Hannah's sexy body and was surprised to see what a tight stomach Hannah had to go along with her beautiful curves.

"Well I guess now that both of you are already getting naked I need to join the party," Madison said to remind Wyatt and Hannah she was still in the room. Both her half naked roommate and her completely naked boyfriend were stunned from staring at each other and looked back at Madison. Madison smiled as her boyfriend and roommate looked back at her finally remembering that she was actually in the room with them.

Once Madison had their attention again she said, "Here let me join this party," as she lifted her shirt over her head to show off her fantastic 32G breasts which looked even more impressive on her slight, athletic frame in a very sexy pink bra. "Wow Madison I always knew you had big tits but damn girl those are huge. I guess it's only right that you got a guy with a huge cock with huge tits like those," Hannah said to her roommate as she stared at Madison's large chest.

"Well I can't say that's the only reason Wyatt chased after me but it certainly helped and he definitely can't keep his hands off of them every time we're together," Madison said while smiling back at her boyfriend and grabbing her breasts in the bra to emphasize her point. She then shimmied her short little shorts off to show that she was wearing a tight, small matching pair of pink panties. Hannah then went and stood beside her attractive blonde roommate and they both looked back at Wyatt with their arms around each other. Then, looking at her boyfriend Madison said, "So what to you think of your surprise now sexy man?" Wyatt took in the view before him looking from his sexy big breasted blonde girlfriend in her matching pink lingerie set to her brunette roommate in her purple lingerie which, was doing it best to contain her nice breasts but especially her wide hips and large ass, and then he looked back at his beautiful girlfriend feeling like the luckiest man in the world right now. The two women giggled at Wyatt's stunned expression as he stared at their barely dressed bodies and watched as he stroked his large cock while looking at them.

Finally Wyatt knocked himself out of his stupor and looked back at his girlfriend and said, "Oh my gosh babe this is better than any surprise I could have ever thought up. I must be the luckiest man in the world to have a girlfriend as amazing as you." Madison smiled at her boyfriend and walked over to him to give him a deep kiss.

"Well thank you for that compliment baby and don't you go forgetting how lucky you are to be with me, but now why don't you go over and finish helping Hannah undress," Madison said to her boyfriend after she broke their kiss. Wyatt pauses for a moment checking out Hannah in her very sexy lingerie before turning back to Madison again. He then kissed Madison once again before he walked over to Hannah. He looked over Hannah's gorgeous body, which only looked better in her lingerie, which showed off her fantastic curves. Wyatt put his hand underneath Hannah's chin and made her look up at him.

"I'm going to just ask one last time Hannah. Are you sure this is what you want?" Wyatt calmly asked Hannah.

Hannah looked into his eyes before looking back down at his large cock and back up to his eyes and said, "Y-y-yes this is what I want." Wyatt smiles back at Hannah before kissing her. While he was kissing her Wyatt reached around behind Hannah's back and pulled her closer to him so that he could feel her body in his arms. He then brought one hand up and unhooked Hannah's bra with one hand. Hannah paused the kiss for a moment when she felt her bra unhook and was suddenly embarrassed to show her breasts to Wyatt.

"It's okay Hannah let me see your gorgeous breasts," Wyatt said gently to the embarrassed Hannah. She was holding her bra cups against her C-cup breasts before finally dropping her bra away from her breasts, revealing them to Wyatt for the first time. Wyatt could only stare at Hannah's amazing breasts. Though they weren't quite as big as his girlfriend's they were still quite large and surprisingly firm for their impressive size. Hannah's breasts also looked even bigger on her small body. Wyatt could also see that Hannah had quite prominent nipples, which were clearly very hard. After checking out Hannah's beautiful tits Wyatt kissed her on the mouth again before kissing along her jawline and then kissing down Hannah's neck. Hannah moaned at Wyatt's kissing attentions and was feeling even more turned on as Wyatt kissed along her collarbone. Wyatt then kissed his way down between Hannah's breasts, which drew an even louder moan from her.

Though she had been with only a few men before, none of them had ever treated her as tenderly as Wyatt was treating her body right now. Hannah couldn't believe how turned on she was getting just from Wyatt's kisses and he hadn't even kissed any of her sensitive spots yet. Once he had kissed his way through her cleavage Wyatt started to pay attention to her actual breasts. He kissed his way in a circle around her breasts slowly getting closer and closer to her aroused stiff nipple before gently blowing on it and then flicking it with his tongue. This drew a very aroused moan from Hannah and Wyatt just smiled to himself. He then repeated his kissing routine on her other breast while he gently fondled the first breast. Hannah loved Wyatt's gentle touches and couldn't wait to see what he was going to do with the rest of her body. Wyatt continued to pay attention to Hannah's lovely breasts while guiding Hannah to the bed. He then helped her lay down on the bed and he gently kissed his way down Hannah's stomach while running his hands along her bare hips.

Hannah was breathing quicker as Wyatt kissed down and got closer and closer to her most intimate regions. He kissed down her stomach and was right above her pussy before he moved to the side and started kissing his way down her right leg while rubbing his hand up the inner thigh of her left leg. Once he had kissed most of the way up her right thigh he moved over and started kissing her left leg while bringing his hand over to tease her right leg. He could tell by Hannah's deep breathing that she was really enjoying his tender treatment of her body. Hannah couldn't believe how long Wyatt was drawing out his tender foreplay. She was already so aroused and he hadn't even touched her vagina yet, which she was very ready for him to do. Wyatt then reached and moved his fingers inside of Hannah's tight panties. He could feel Hannah's body tense up from this action and paused for a moment and looked up at her to make sure she was okay with what he was doing.