Preludes Ch. 13: Flipped Pt. 02

But all of that was moot at this point. It was now clear that while Matt obviously did think it was kind of hot to watch her work, his main motivation had really just been to get his buddy some head. He was letting Flip "borrow" her for a quick blowjob and he was more interested in playing his game than paying attention to her anymore. She wasn't fulfilling a fantasy of his. Just a simple request. Hey, my friend thinks you're hot. Think you could suck him off real quick? You're really good at it and it would be cool of you to make him cum. Rachel's cheeks burned. She felt used and alone.

Flip had noticed Matt's return to his game but he'd paid it no mind. He was trying his best to hold off and stay in control, but there was also something else he wanted. He couldn't get the image of Rachel's naked body out of his brain, and even though she was laying unimaginable sensations on him, he needed to get his hands on her. He simply had to. It would make the experience so much better.

With a deep breath, Flip leaned up slightly and brought his hand to the back of Rachel's neck. Working his way smoothly down her back, he quickly reached her bra strap and ran his fingers around the clasp. After a nervous breath and few frustrating motions, he undid the hooks sending the elastic straps shooting towards her sides.

Pausing to let out a pleasurable groan (courtesy of the ongoing action in his lap), Flip brought his hands eagerly to her shoulders and slid the straps down and around them. As the material fell away, he reached underneath her chest and found the soft targets he had been yearning for. He gave Rachel's hanging breasts a deep, healthy squeeze and closed his eyes in ecstasy.

Rachel had felt Flip's fingers probing around her bra clasp and she'd known immediately what he'd been doing. But she hadn't stopped him. She just wanted to be done and whatever helped get him to his finish as quickly as possible was fine with her. She moaned gently as his eager hand cupped around her breast and squeezed her flesh generously. Despite her disappointment in Matt's lack of interest, she was still physically aroused and the sensation did feel good. She could feel her bra dangling partially-attached to her body though and it was beginning to become irritating. She wanted to stay down and finish her job quickly but she figured a momentary break to fix the situation wouldn't hurt.

Letting Flip slide gracefully out of her mouth, she pulled up and rocked back onto her heels. A deep breath eased its way out of her lungs and she wiped her moistened lips before shooting Flip a polite smile. She shrugged her bra off her shoulders and let it fall into her hands, tossing it aside casually. She paused a moment to let Flip enjoy the open view, and she'd been about to lean in and resume her work, when he stopped her.

Temporarily ignoring the perfection of her mouth, Flip reached forward and brought his hands to Rachel's tits. They jutted out alluringly in her upright position and he simply couldn't resist giving her chest a more extensive groping session. His quick feel a few moments prior and the earlier imagine of Matt teasingly cupping her boobs and sinking his fingers into them had been too hot to ignore. He needed his turn now.

Rachel sighed as she let him work his hands greedily over her breasts. He cupped and squeezed enthusiastically as she sat still with a patient smile. She knew he was clearly enjoying himself, but truthfully she was simply more interested in completing their transaction. Her eyes dropped below his waist and she watched as his cock glistened from the wetness of her mouth. It was still rock hard and pulsing, but the longer of a reprieve she allowed, the longer the entire process would likely drag out.

With a playful moan, she grinned and started to slide his hands down off her. He balked at first but didn't resist as his fingers slipped over her nipples and off of the heavenly softness of her chest. He wanted to keep feeling on her, but he definitely wanted her mouth again more.

Happy that she'd succeeded in getting the train back on the rails, Rachel smiled at him and tucked a few strands of hair behind her ears. She was about to lean back down and resume when Matt's voice sent a shiver of surprise through her body. She turned towards the sound.

"Oh shit, nice work getting that bra off, bro. Good move."

Rachel blushed at his remarks and glanced down at her chest. She held her breath in as Matt paused his game to admire her tits for a few seconds. A glimmer of hope snuck through her brain that maybe she had his full attention again and she tingled with arousal. Trying her best to keep him on the line, she pursed her lips into a seductive smile and brought a hand to her breast, cupping it seductively.

She realized that she was showing off for him. She wanted him to focus on her. She wanted his approval. She felt another pulsing between her legs as she registered a familiar look of arousal skip across his face. She wasn't even thinking about Flip anymore. She just liked that she was turning Matt on again. It was the whole reason she was there to begin with.

But her momentary feelings of power and sexiness faded again just as quickly as they had peaked. Matt finally blinked from his mini-trance and shot her another crooked smirk. Shaking his head and grinning, he looked away and brought his eyes back to the TV. With a click of a button, he became lost in his game again.

Feeling like someone had pulled the rug out from under her, Rachel flinched and her face fell. She swallowed hard as the pit in her stomach returned, snapping her back to what she was doing and why. She was an object. A tool. A pretty face, hot body, and willing mouth. She'd put on a show and was now dutifully relieving the arousal she'd stirred up. With a sigh, she turned towards Flip and vacantly dropped her face into his lap once more.

Rachel heard Flip gasp as she parted her soft lips and sucked his dick back in deep. She began to bob her head and she quickly felt the predictable return of his eager hands reaching for her chest. As her breasts hung free, Flip rubbed and squeezed them as best he could from his angle. It felt good but Rachel mainly ignored it as she sucked away, her mind firmly on her task. She tried not to look at Matt or even think about him. She just wanted to be done.

Rachel felt one of Flip's hands move up from her breasts and come into contact with the back of her hair. She tingled as she felt him apply a little pressure and gently pump her head up and down to a steady rhythm. She glanced up at him while she continued to suck. He was letting out heavy and happy breaths as he fine-tuned her motions to the exact pace his senses desired. Her lips were wrapped tightly around his dick and she could tell she was hitting him squarely on target. She continued to look up at him as he smiled wide and spoke with a desperate rasp.

"Yo this is so good. Hey, suck on my balls real quick."

Rachel felt her face get hot and tingly and she was initially taken aback by his boldness. He'd seemed so overwhelmed and shocked that she was doing him at all. But she realized that it shouldn't be surprising. While he might have been timid at first, he was obviously getting more comfortable and confident. He'd gotten her bra off without any objection and he'd possibly seen her going low when he'd walked in on her doing Matt. After everything she had agreed to so far, why wouldn't he expect her to submit one more time?

It still made Rachel feel small though. His blunt demand and firm grip on the back of her head drove the point home that he was getting more and more comfortable with everything. Power was flowing in his direction and the boy who had initially been only supremely grateful that she would actually give him this crazy and unwarranted gift was growing bolder and more expectant by the second. He wanted more and more it was obvious to him that she should meet his demands with a cheerful grin. As Rachel had found out with many, many boys before him, giving an inch almost always led to a mile.

With casual breath, Rachel slipped Flip's penis from her lips and shot him a weak smile. But she didn't hesitate or argue. Taking his shaft in her hand, she held it upright as she angled her face in lower between his thighs. She felt him spread his legs to allow for better access and she inhaled sharply as she prepared to give him what he wanted.

Flip groaned with pleasure as Rachel's warm tongue reached its target. He leaned his head back into the cushion again and closed his eyes with a smile. This girl was something else! She was already giving him the smoothest blowjob he'd ever had and now she was lavishly running her tongue across his nuts. He flinched again with almost pained arousal as he felt her lick lower behind the base of his sac. It felt unreal. He sighed as she dragged her tongue back upward and brought her face in close. Parting her lips, she began sucking on his balls with eager firmness. The sensation drove Flip crazy and he dug his fingers into the couch as he let the sharp pleasure course through him. As the generous goddess down below continued to work, he felt the first stirs of release.

"She's good, isn't she?"

Rachel's eyes widened as she heard Matt's unexpected words. She reflexively brought her face back up to look at him. So he was watching after all. He was watching her go lower and suck all over his friend's balls just like she'd do for him. She was glad that she had his attention again but such a crude, casual expression made her cheeks burn. "She's good, isn't she?" She tingled with shameful confusion.

Flip laughed hoarsely and spoke with a dry throat.

"Fuck, are you kidding? She's incredible. And these tits."

Rachel blushed as she heard the boys discuss and objectify her as if she wasn't present. She felt so used, but she was strangely just as turned on. She lowered her face and resumed her extracurricular work down below, this time making occasional squeaking noises as her lips planted wet, lavish kisses over every inch of the soft, wrinkly flesh. As Flip writhed and twitched to the sensations of her mouth, she heard Matt scoff.

"No doubt. I'm surprised you're still going. I figured you'd be done in about six seconds."

Flip let out a strained laugh and replied with as much strength as he could muster.

"Me too. Just been trying my hardest to hold back. But the way she's going now, I think I got about six seconds left."

Rachel's eyes widened at his admission. She was about to rise up and take Flip's dick back in her mouth to guide him in for his landing, when Matt suddenly spoke again.

"Yo, well hold up. She'll lick more than your balls, bro."

Both Flip and Rachel paused in unison as they turned to face Matt. Rachel felt her stomach clench as her spinning brain tried to process Matt's words. Flip, too, was completely lost, but he was certainly down for whatever Matt was getting at. He swallowed and squinted at his buddy.

"Huh? What do you mean?"

Matt held still for a moment as he studied the scene. His good friend was slumped over on the couch. His shirt off and pants around his feet. Then there was Rachel. She was kneeling delicately on the carpet with only a pair of tiny pink cotton shorts to her name. Her perfect tits hung like unnatural globes and her eyes were wide and bright. Her lips were moistened and slightly plump from the amount of work she'd been doing and a few strands of her sandy-blonde hair that had escaped her messy ponytail fell across her cheeks.

While he didn't want to let on fully, it was ridiculously hot to him that she was so willingly servicing his friend in front of him. Flip didn't deserve a girl like her. Not even close. But she was doing it because he had told her to. In a way, she was still submitting to him the whole time. And it made his blood pump.

Calmly licking his lips, he spoke with a slick grin.

"She'll probably give you a little rim action, too. You know, if you ask nice."

Flip's eyes widened intensely and he felt his dick somehow stiffen even further. The sensation was almost painful. The entire experience had been beyond perfect, but was Matt saying that she'd-.

Rachel's breath rushed from her lungs and she audibly whimpered as she heard the words. Her mouth hung open and she felt her scalp tingle. She studied Matt's face and tried to make sense of what he'd just said.

The voice in her head screamed but the one in her throat stayed silent. Rachel had done what Matt was referring to for him once or twice (and with a few other boys over the years as well). It felt a little taboo and depraved to her and that was probably the reason it made her stir. But it was only during unusually high levels of lathered up excitement and arousal that she took the plunge. It certainly wasn't an everyday act of generosity that she offered up to just anyone.

Her temples pulsed as she tried to decide which part of Matt's statement was more incredible. That he'd suggest that or simply the idea that he was comfortable with "instructing" or "coaching" her while she pleasured his friend. Like it wasn't enough that she had agreed to the craziness in the first place, but that he could just throw out some suggestions for his buddy to take advantage of. Don't forget to add the 'having her put her tongue in your ass' option to the experience. You'll love it. Did she have any autonomy at all?

"Daaaaamn. For real? Girl's down with that? Aight!"

Flip's delighted response finally forced Rachel to peel her eyes from Matt's face and turn back around. His expression made her stomach tighten even further. He looked almost as startled as she did, but his aura oozed lustful excitement. Rachel was sure that what she'd been doing to him constituted the most exciting sexual experience of his life. And now something even crazier had been put on the table.

She stayed frozen in place as she watched him lean forward and reach for his legs. His eyes were still wide but a touch of calm confidence was beginning to return to his face. He smirked happily at her as he slipped his hands through his shorts and boxers and slid them from his feet. Now totally unclothed (but for his obnoxious chain and crooked hat), Flip leaned back into the cushions and stared at Rachel expectantly. As he grinned, he brought his hand to his shaft and gave himself a few rough strokes.

"Shit. Well, let's get it, girl."

Rachel began to feel dizzy and light-headed as mortification needled her gut. She didn't even have the composure to say something in response. An argument. A question. A witty retort. Anything. She was simply kneeling topless in a trance, her mind buzzing with the shamefully exciting knowledge of what she was about to do.

As Flip continued to stroke away and keep his engine running, Rachel looked back at Matt one final time. Her wide eyes conveyed the same pleading desperation that they had right before she'd first lowered her face down and taken Flip into her mouth. She wanted Matt to give her a sign that this was all just a wild joke. That he was just teasing her and any second he'd laugh heartily and put a stop to it.

But he didn't. And she knew he wouldn't. Instead, he simply winked at her and shot her his trademark smirking grin. His controller still in his hands, he nodded and spoke casually.

"Go ahead, babe. Show him."

Rachel's senses shook from the tips of her toes on up and she could only swallow in response. Turning back towards Flip, she knelt silently as he adjusted his position to give her access for the task. As he slumped low into the couch and revealed more of himself than Rachel ever dreamt she'd be seeing, she took a deep breath and leaned forward.

Flip groaned as the renewed sensation of Rachel's wet tongue reached his skin. She began by again licking generously over his balls and he gritted his teeth as she probed purposefully around. He'd never had a girl perform such a thorough job and he certainly hadn't been privy to what he couldn't believe was coming next.

Sure enough, his legs flexed involuntarily as the tingling perfection he was feeling began to dip lower and trace around just beneath his sac. The sensations were indescribable and he shut his eyes tight as Rachel licked teasingly across the tender area with gentle care. His heart thumped in his chest and he held his breath as he prepared for her final move.

Rachel whimpered gently as she ran her tongue upwards in an even stroke ending at the base of Flip's balls. She couldn't believe she was doing this for him, but an unexpected spark had begun to swell inside her as she progressed. Her first contact had been shiver-inducing, but as she licked generously along a part of him that she rarely approached with most, the dirty, crazy wrongness of the entire experience began to fuel her arousal once again.

She couldn't tell if Matt was watching anymore, but for the first time, she really didn't care. He knew what she was doing and that was enough to make her blood rush. She couldn't escape the reality that a boy who was already using her was now pushing the envelope in the most perverse of ways. Offering her up to his friend and then so casually convincing her to get as raw as she could. So instead of running from the tingling shame, she embraced it. At her core, she got off on giving pleasure and she knew that what she was about to do was going to make that stream gush.

Without a further thought, Rachel lowered her face and brought her mouth directly between Flip's cheeks. She moaned to herself as the tip of her tongue made rough contact with his ass and she pulsed deep inside her shorts. His legs shaking by the sides of her head, Rachel widened her lips further and began to lick generously away.

Flip's vision blurred and the breath raced from his lungs as Rachel swirled her tongue lavishly in and across his ass. The feeling was unlike anything he'd ever experienced and he gripped his thighs for support as he fought furiously to regain control. He grunted with wild pleasure and swallowed hard as the motions below continued to come steadily. It was nearly painful. But it was out of this world.

Rachel shut her eyes and focused only on the sounds she was hearing as she pleasured the boy above as skillfully as she could. She flicked and curled her tongue in a series of deliberate motions, pausing only every few seconds to catch a quick breath. Flip's adjusted positioning made access to the task easy and effortless but she found herself bringing her hands to the backs of his thighs to more fully lean in.

She could hear him mumbling up above and each uncontrollable quiver and twitch of his body made her senses tingle and pulse. With her eyes closed she couldn't see his face (not that her angle would've offered a good view anyway), but she could only imagine the tortured and distorted mess it must be. The thought made her stomach twist a little again as she recalled the look in his eyes when she'd taken off her bra and allowed Matt to playfully grope her in front of him. As turned on as he'd been in that moment, could he ever have imagined that before the hour changed, she'd be kneeling in front of him, practically naked, with her tongue flicking lavishly in his ass? It was insane.

Rachel's thoughts continued to swirl and her blood pumped hotly as she dragged her tongue steadily across him. She'd begun to move her head and neck more intensely and each upward stroke caused her nose to brush up against the bottom of his sac. Flip's guttural moans were growing stronger, and in a moment of pure lustful instinct of her own, Rachel parted her lips fully and quickly sucked his balls into her mouth. She felt him twist with pleasure and she reached above to grab a hold of his shaft. It pulsed against her palm and she gripped it roughly as she began to give it a series of full and rapid strokes. Still sucking on his balls and swishing over them wildly with her tongue, she let out a muffled moan and gave in to the moment.