My Naughty Stepsister Watching Me

"Does my pussy taste good baby," Shelly asked in between loud groans.

"Baby, your pussy tastes so sweet I could lick you forever," I replied in between licks.

Up to this point I had purposely avoided her clit. Now at the top of each long lick I was grazing her clit with the tip of my tongue. Shelly started gyrating her hips faster and I had to hold on tightly to her hips to keep my tongue on her pussy.

"Ohhh, fuck, yeah!!" she gasped. "Lick my clit!!" After taking one last deep plunge up her pussy, I concentrated my attention on her aroused clit. I began pushing it from side to side with my tongue as I reached up and started rubbing Shelly's nipples. I could tell from the heaving of her body that she was getting close to orgasm. She reached down and grabbed my by the hair to hold me in position right on her juicy clit. I wrapped my lips around it and started gently sucking on it while continuing to flick it with my tongue.

"Oh, fuck! That feel's so good!!" she moaned as her hips began lurching off the desk and her breath came in ragged gasps as my lips and tongue brought her nearer to climax.

Taking my hand from her breast I brought it down and placed a finger at the entrance of her pussy. "Yeah! Yeah! Oh fuck!! You're gonna make me cum...you're gonna make me cum!!!" she cried breathlessly as I slowly began sliding my finger into her slick, tight pussy. "Uhhhhhh!!!" she cried loudly as I felt her inner muscles clamp tightly around my finger. I started flicking her clit wildly with my tongue as her body bucked violently beneath me.

"Ohhh, fuck!! I'm cumming!!" she groaned as I felt her juices begin to flow from her pussy. I quickly moved my mouth down to lap up her sweet juices as her body continued to shake in the throws of her orgasm. I lightly licked all over her pussy, tenderly kissing her pussy lips and slowly bringing her back to earth from her orgasmic high.

Finally she raised herself up on her elbows and looked lovingly at me. "Oh my God, David. That was incredible! I've never cum like that before!" I was grinning widely as I continued to gently kiss her pussy.

With a wicked gleam in her eye she sat up and said excitedly, "Now it's your turn!!"

As we stood up she moved in to give me a kiss and her stomach bumped against my cock which was standing straight out and was hard as a rock. Smiling, she looked down and said, "Something's been waiting a long time!" As our lips met again she ran her hands down my back and slid them inside my boxers and squeezed my ass.

She then slid her hands forward around my hips until she had almost reached my cock. Pulling the cotton material as far out from my body as she could, she then eased the waistband down over my cock. My cock was fully engorged and swollen to eight inches and she couldn't stretch the material that far so she had to slide it down my cock forcing my cock to bend toward the floor. When she finally slipped the waistband over the head, my cock snapped back up like it was on a hinge. She gasped as she looked at my long, naked cock.

"Wow," she said admiringly. "I've never seen one that big before." As she studied my cock I thought how funny life is sometimes. Here I was, in my bedroom where I should have been studying for a test tomorrow, with my sister's best friend about to suck my cock. Life is good!

She tentatively put out a hand to touch my cock. She grabbed it around the base and her hands looked tiny on my engorged shaft. She gave it a playful squeeze sending even more blood into the swollen head which was deep purple and looked like it was about ready to burst. The veins that encircled my shaft were thick and full and coursing with blood. I was so excited as I looked down at this naked beauty before me with her hand wrapped around my cock that I wondered how long I could last.

She backed me over to my bed and playfully pushed me down onto it. She then quickly kneeled between my legs for a closer examination and began to kiss all around the base of my shaft, careful not to actually touch it. She nuzzled her nose into my trimmed pubic hair and scraped her fingernails along the underside of my heavy balls. Her face looked flushed again and from the look on her face I couldn't tell who was more excited, her or me. After over half an hour of being hard as a rock I couldn't take much more foreplay and lunged my hips toward her hoping for some quick relief.

Grinning at me she said innocently, "Is there something you want?"

I quickly nodded as I groaned in frustration.

"Do you want me to suck your big cock?" she said wide eyed. Her sexy talk was driving me wild with lust and anticipation.

"Ohhh, yeah!!" I replied as she moved her mouth down to my cock. I was hoping she was going to slide it right in but she had other ideas. She wanted to show me that she was in control. She pursed her lips and gave the tip of my head a little kiss. Even her slight touch was enough to send a current of electricity through my body. She kissed the tip over and over and finally took out her tongue and started licking my opening, tasting the precum that was oozing out of my shaft.

Shelly stood up and motioned for me to scoot up on the bed. She then climbed up beside me and took my cock in her hand, slowly rubbing it up and down. She then leaned over and, starting at the base, dragged her tongue up one side of my throbbing shaft leaving a trail of her hot saliva. She then repeated this all over my cock, slowly licking every inch. I couldn't take my eyes off her tongue on my cock, but then all of a sudden I had to as I caught movement out of the corner of my eye.

I glanced up and there was my stepsister Nicole standing in the doorway to my room. Our eyes met for one moment and my heart almost stopped. Shelly's back was to the door so she had no idea Nicole was there.

Nicole bit her lower lip and looked down and watched her best friend sliding her tongue up and down my thick cock. She glanced up at me again with an excited look in her eyes and then her eyes moved back down to my cock.

"I can't believe how big this cock is," Shelly said as she continued to bathe my cock with her wet tongue. "I can't wait to feel it inside my tight pussy."

I couldn't believe what a turn on it was to have Nicole watching Shelly lick my cock. I didn't know whether to look at Shelly sliding her tongue all over my stiff member or Nicole watching us. Shelly wrapped her hand around the base of my cock and proceeded to bring her mouth up to my head again. This time after she kissed it she slightly parted her lips and started to suck my head into her mouth.

"Ohhh, shit," I groaned as I felt her tongue sliding around my head. She now had my whole head inside her hot, wet mouth and was gently sucking and licking it. Her mouth was so wet that I could feel her saliva running down the sides of my drenched cock.

I tore my eyes away from Shelly's mouth and glanced up at Nicole. To my surprise and delight I could see the outline of her excited nipples through her tight belly shirt. She was watching intently as her best friend was sucking on the head of my cock. Then, glancing up at me, she brought her hands up and started softy squeezing her tits. My cock lurched, and I thought I was going to cum right there. Shelly must have sensed it because she squeezed tighter around my shaft and let my head slip from her wet mouth with a pop.

"Mmmm. Not yet, baby," she laughed. "I want to suck on your big cock some more before I let you cum."

I smiled at her and tried to pull her back down on my cock that was missing the feeling of her slick tongue and hot mouth. She resisted and said, "Tell me what you want me to do."

"Damn it Shelly! I want you to suck my cock!" I pleaded as I glanced at Nicole and watched her playing with her perfect tits. She was gently pinching her nipples and rubbing them right through her shirt as she leaned back against the doorway.

Shelly didn't need to be asked twice and she quickly slurped my cock back into her mouth and started to bob her head up and down on me. She could only fit about half of my length in her mouth but she was pumping the other half with her hand. It felt fantastic.

I looked back at Nicole and this time she met my gaze and stared lustily at me. She kept tweaking her hard nipples through her shirt and then, as if in answer to my wildest dreams, she moved her hands down to the bottom of her shirt and began to slowly pull it up. I could feel a huge wall of semen building at the base of my cock as Shelly continued to fuck my cock with her hot mouth.

I stared entranced as Nicole pulled her tight shirt up to the bottom of her breasts. Then, never taking her eyes from mine, she pulled her shirt higher revealing the beautiful white skin of the bottom of her breasts. My cock was getting ready to explode and when she pulled it a little higher and her perfect tits spilled out I moaned loudly. They looked magnificent. They were full and very firm and were the most perfect breasts I had ever seen. She ran her tongue around her lips and started to squeeze her tits and roll her swollen nipples between her fingers.

The sight of my stepsister rubbing her naked tits along with Shelly's wild sucking on my cock quickly took me to the brink of orgasm. "Ohhhhh, yeah!" I yelled as I could feel the load of semen begin to course up my shaft. Shelly slid my raging cock from her mouth and slid her tongue all over my head as she continued to pump feverishly on my shaft.

Just before my cock was about to explode I looked at two unbelievable hot girls completely focused on my quivering member. Then with a rush, the first gush of cum burst out of my bucking cock. I saw the first stream shoot all over Shelly's tits before I had to close my eyes from the excruciating pleasure. Rope after rope spurted from my gushing cock as Shelly continued to stroke her hand up and down my shaft. I felt her wrap her lips back around my head as the final spurts came out.

"Mmmmm," she purred. "You taste good! And that was so hot!" After my body stopped convulsing from the intensity of my orgasm, I opened my eyes to see Shelly grinning widely at me while she slowly licked on my throbbing member. I glanced over at the door to see Nicole but she was no longer there.

"It looks like you're enjoying your study break now," Shelly said with a pleased look on her face.

"That was amazing Shelly. Nothing's ever felt that good before."

"Good. But I do have one more question," she said as she continued to fondle my semi-limp shaft. "How long will I have to wait before I can slide this into my pussy?"

Laughing at her brashness, I replied, "Well, that depends on you."

"It does, huh. You mean there might be something I could do to speed up the process?"

"Could be," I said reaching out and fondling her breast.

"Hmmm. Let me see," she replied as she raised herself up on her knees and swung her leg over, straddling my chest with her back to me and giving me an incredible view of her moist pussy. She slowly maneuvered back until her pussy was right above my mouth and her head was above my quickly hardening cock. "Do you think this position might help?" she asked innocently. Then looking down at my thickening shaft she laughed and said, "Oh, I guess so!"

I then watched as she slowly sank both sets of her lips down onto my body, nestling her juicy pussy lips onto my waiting lips and her mouth once again on my cock. This time it was hot and passionate. I dove my tongue deeply into her pussy and started tongue fucking her as she quickly raised my cock back to its full size with her skillful tongue and hands. She was writhing and squirming on top of my mouth and it felt heavenly to be engulfed in her pussy.

"Get my pussy nice and wet, baby," Shelly said. I understood her meaning and started coating her lips with lots of saliva. I could feel saliva running down my shaft as she lubed up my cock as well.

Shelly had had her fill of foreplay and she climbed off of me while saying, "I need to feel your big cock inside of me. Now." She stood over me on top of the bed looking incredibly sexy. Her hair was tousled and her face was flushed. Her body had a sheen of perspiration adding to the beauty of her skin. Her gorgeous, full tits were still swollen with the excitement of sex and her erect nipples were jutting out sharply. She was the epitome of sexual excitement.

Straddling me she reached down and grasped my slick cock as she slowly lowered herself down until her drenched pussy lips were just touching the top of my cock. Then she began rubbing the head of my cock back and forth against her soft, wet lips, drenching it in her juices. She moved it slightly up and began rubbing it against her inflamed clit.

"Oh, shit! That feels good!" she moaned. She slid my cock back until it was positioned right below the entrance to her smoldering pussy and then she started to slowly lower herself down forcing my swollen head into her steaming pussy. Her lips spread wide to accommodate my girth and she let out a load, guttural groan as she eased my head into her tight, hot pussy.

"Ohhh, fuck yeah!!!!" she yelled loudly as she started working herself down on my huge shaft. She obviously no longer cared whether Nicole overheard us or not. "Your cock is so fucking big!! Holy fuck!!"

It was such a turn-on to think of Nicole lying on her bed playing with herself as she listened to her best friend moan and yell as she fucked me. I closed my eyes for a second and pictured her with her top pulled up past her breasts, with one hand rubbing her erect nipples while the other hand rubbed her pussy. I was quickly brought back to reality when Shelly started gyrating her hips to work more and more of my shaft inside of her. I couldn't believe how incredibly tight she was. I could feel every inch of the inside of her pussy walls as she slowly impaled herself on my rock hard cock.

"Ohhhhhhh," she groaned with her head thrown back and her eyes tightly shut. "Your cock feels so good!!!"

Shelly sank further down until my thick shaft was completely buried in her tight pussy and her ass was resting against my heavy balls. She sat there for a minute slowly undulating her hips, enjoying the feeling of being completely filled with my cock. She then slowly withdrew, rising up until just the head was still inside her before sliding back down again. Over and over she rode up and down my cock in long, slow strokes, while all the while moaning loudly like a porn star.

"Do you like my tight little pussy baby?" Shelly asked.

"Oh, yeah, baby," I groaned. Shelly smiled and began to increase the tempo while her large, full tits joyfully bounced up and down invitingly. I fondled her tits and held them up high on her chest while I pinched her nipples.

"Mmmmm, yeah, squeeze my tits!!" she moaned while she ground her dripping pussy down on me. Her pussy was so wet that with every stroke there was a wonderful squishing sound as she slid up and down my cock and a smack when her ass slapped against my thighs.

My thoughts drifted back to Nicole. The memory of her rubbing her tits while she watched Shelly sucking on my cock was burned into my brain. Nicole's bedroom was right next to mine and I again thought of her lying on her bed listening to the sounds of our fucking while she was pleasuring herself.

Shelly slid her hands off my chest and bent over sliding her tongue into my mouth as she rubbed her excited tits against my chest. I tilted my head down and slurped her juicy nipple into my mouth. She was gyrating her pussy around in a circular motion that forced my cock to swirl around inside her slick folds. I could feel my cock swell even more and felt my balls tighten in preparation for another orgasm.

"Oh, fuck!! This feels so good!!" Shelly yelled as she raised herself back up and began quickly thrusting her pussy up and down on my cock. I could tell from the intense look on her face that she was getting ready to cum. "Oh, fuck my pussy!! Yeah! Yeah!! You're gonna make me cum again!!" Her words were so exciting to me that I was nearing the point of no return.

Shelly arched her back and thrust out her huge tits while screaming, "Ohhhhhh, yeah! Ah! Ah! I'm gonna cum! I'm gonna cum! Ahhhhhh, I'm cumming!!!" She ground her spasming pussy down as her body was racked with a powerful orgasm. She was panting loudly and her body was trembling as wave after wave coursed through her. I looked down and could see her juices dripping from her drenched pussy and running down my cock.

Then the wave of my own orgasm overtook me. I reached down and grabbed her hips as I thrust powerfully up into her pussy. I felt my inner muscles contract as my load of semen was forced up my shaft. I looked up into Shelly's face and moaned, "I'm cumming baby." She just looked down at me and smiled with an incredible look of pleasure on her face.

The world seemed to stand still for one brief moment as I stood on the brink. I looked at Shelly's gorgeous face, her incredible tits and juicy, erect nipples, and her silky pussy lips stretched wide around the base of my shaft. Then, I pulled her hips down hard on me as my cock finally burst and shot stream after stream of cum into the depths of her tight pussy. "Ohhhh, fuck!!!" I cried, overwhelmed by the feeling of release.

"Oh my god!" she groaned. "I can feel you cumming inside of me!!" She collapsed down onto my chest and our mouths met again as my cock emptied its load in her pussy. Our tongues intertwined as the power of our mutual orgasms began to subside. I was still buried inside of her and was in no hurry to withdraw. She also seemed to be satisfied to just rest there for a while still filled with my cock. Finally my cock started to soften and slipped from her folds as she rolled off of me.

We both just laid there next to each other on my bed panting from the exertion of our fucking. Shelly looked over and said, "That was amazing."

"Yeah it was," I replied grinning.

"Why did we wait so long to do it?"

"I don't know," I said. "But we won't be waiting long to do it again."

"Mmmmm. That's what I like to hear!" she purred as she rolled over to give me one more kiss before rising from the bed. I watched her as she slipped her clothes back on. She was so sexy. Just looking at her stuff her awesome tits back into her tiny bra caused my cock to stir again.

"Uh, Shell? What about Nicole?"

As if suddenly snapped back to reality she said, "You don't think she heard us do you?"

Smiling, I thought of Nicole standing in my doorway and replied, "I don't think she's that heavy a sleeper."

"Don't worry about Nicole. I'll explain everything to her." She gave me a quick peck and said, "I'll see you at school tomorrow," as she turned to leave. After a second she poked her head back around the corner and said with a big mischievous grin, "How's your studying going for your test tomorrow?" Then with a laugh she was gone.

Talk about being snapped back to reality. I glanced at the clock and saw that it was after midnight. I studied for a few hours before crashing.

The next morning I overslept and by the time I came downstairs Nicole had already left for school. Well, it looked like I would be missing my first hour speech class. I made it to school in time for my Calculus test and was walking down the hall to class when I saw Nicole. I smiled at her as she approached. She was looking totally hot as

usual. She had on tight, low-fitting jeans and a form fitting stretch top that showed off all of her curves. It should be illegal to look that good in school.

"Hey David," she said.

"Hey Nicole," I replied awkwardly. I wasn't sure what to say, if anything, about the events of last night. We stood there in silence for a second and I was starting to regret the whole thing. I didn't want to make things awkward with Nicole. Then she said something completely unexpected.