That Night

Breaking their clinch, Katy sat herself up and slowly started to unfasten the buttons to her blouse. Working from the top down, she never dropped her gaze from Mark who had returned to leaning back on his now bare arm. He watched her excitedly, his breathing shaky.

"My turn?" she grinned at him as she popped the buttons.

He nodded and enthusiastically shed the rest of his shirt. He never took his eyes off Katy as she slipped out of the blouse, tossing it to the floor behind her. Then, leaving only the clasp to keep her black bra in place, she slipped her arms through the straps with practiced efficiency and knelt up on the bed, playfully squeezing her covered tits together for Mark to see.

"So...." she cooed at him as she squeezed, pulling down the cups to reveal a tantalising view of the naked flesh underneath "... Do you still want to play?"

Eyes wide with excitement, he nodded and grinned, seemingly unable to speak. Katy held out her hands to him and licked her lips. "Come and get me then".

Behind the door, my heart was thundering as I watched Mark rise to his knees and take my girlfriend in another passionate embrace. Kissing her passionately and burying his face in the crook of her bare neck. I could hear her gasp and sigh with pleasure at the feel of his kisses and his tongue on her bare flesh, and at the feel of their hot semi naked bodies finally pressed together.

I unzipped my fly and released the clip on my trousers, letting them fall to my ankles as I pulled my rigid cock through the front of my boxers. Pressing my eye back to the crack, I slowly started to stroke myself. I almost gasped at how sensitive I already was to my own touch.

On the bed, still kneeling together and with their lips still locked, Katy had her left hand on Mark's hip but I could see her right hand was now hungrily rubbing and squeezing at the very visible bulge at his crotch. I could see that as she touched him, he was gently moving his hips with the rhythm of her hand. I matched the strokes of my own cock to that of his thrusts against Katy's hand, trying to mirror their movements.

Katy broke their kiss and pushed Mark's hungry mouth to her neck and collar bone. Her breathing had become ragged and I could hear from her short breaths that her aching need to be fucked had increased. She had always loved to have her neck kissed and licked, especially while she was having her pussy fingered, so I knew what was coming next. My heart fluttered as she took Mark's right hand with her left and guided it between her legs.

".... Here." She said; and pulled his hand up into her, pressing his fingers hard into the hot, damp crotch of her trousers. She groaned with pleasure and leaned into him, laying her face against his bare shoulder as she immediately began to grind herself on his fingers, holding them in place with her own guiding hand whilst still continuing to rub at his hard bulge with increasing urgency. Laid on his shoulder, her face angled perfectly towards the door, I could see her looking directly at the crack -- looking at me -- knowing that I would be watching her.

Without looking away, and knowing I would be watching her every move, she licked her lips and ran her tongue along Mark's collar bone and down his chest to his nipple, which she greedily took into her mouth. I heard him let out something between a guttural sigh and a surprised gasp as she teased at his nipple with her teeth. She grinned at me, letting me see Mark's now erect nipple as she held it playfully between her teeth before giving it a last flick of her tongue and raising herself back up. She silently blew an air kiss my way before turning away and burying her mouth against his bare neck.

I could feel the burning urge to cum creeping up on me and reluctantly released my now sticky cock from my grip. I could feel the throbs becoming uncontrollable as I watched, and I certainly didn't want to cum yet. There was so much more to see.

"How do these things work?" Mark chuckled bashfully.

He was trying to unfasten Katy's bra with his left hand as he massaged her crotch with his right. Katy giggled and leaned back, finally releasing her grip on his bulge and on his hand between her legs. She reached behind her back and swiftly unhitched the clasp.

"Just like that" she giggled, letting her bra fall to the bed between them, finally revealing her amazing 36DD breasts. I watched Mark's eyes light up at the sight. His first real and unhindered look at her previously forbidden flesh. Ample as they were, they were beautifully pert and I could see her nipples were piercingly hard, aching to be touched. She leaned backwards, resting both hands behind her on the bed and arching her back, inviting him to descend upon them.

His mouth was already on its way towards her before she had even leaned all the way back. Shifting his weight on to his left hand as he moved over her without hesitation. I watched in slow motion as her swollen right nipple folded under his wet tongue, which he drew hungrily across her aching flesh as he swept it into his mouth.

I heard her groan again as she reached for Mark's right hand, which he had placed briefly on her left hip, and pushed it back between her legs. Again, she pressed his hand hard into her, showing him exactly how firmly she wanted to be touched. He must have been getting the idea because I could see that she had immediately started to grind her hips faster. She released his hand, trusting him to continue without her direction; and placing her own hand back behind her, leaned back fully, almost riding his fingers, which were now frantic between her writhing thighs.

It wasn't long before her groans became louder. More urgent. I took hold of my still throbbing cock again as I continued to watch from behind the door, completely mesmerised. I couldn't take my eyes off the sight of Mark's fingers furiously rubbing at my girlfriend's no doubt throbbing mound. I could hear her breathing becoming heavier and I could hear the hissed whispers as she encouraged him.

"Aw.... Yeah" she panted between snatched breaths.

She didn't sound like she was going to cum, but there was no mistaking that she was really enjoying what she had taught him to do. Hearing her verbalising her pleasure just made me ache even more. Her head was back, her eyes were closed and she was now unquestionably lost in the moment. It was beautiful. I'd never seen her this sexually excited. This desperate to fuck. This desperate to BE fucked!

She pushed him up, following him immediately to their previous kneeling position where she flung her arms around him pressing her naked breasts against his bare chest. She kissed him hungrily and he reciprocated with just as much passion, their tongues now swirling together. His nerves were visibly reduced. I was sure the point of no return had now passed and I was aching to join them, but at the same time I was enjoying watching how much Katy was revelling in the moment. She had completely surrendered to her desires and nothing that turned me on like the sight of her being sexually uninhibited.

I didn't want to join them just yet. I was more than enjoying myself right where I was. I could feel my cock twitching in my hand and could literally bring myself off at any second. The swirling thoughts of what else I was about to see only made me throb even more. With my own breathing quickening, I stepped out of my fallen clothes and pressed my eye back to the crack in the door.

Still kissing, I could see Katy was now enthusiastically unfastening Mark's trousers. She had already unhooked the button and was just sliding the fly down over his firm bulge. My heart pounded as she slipped her hand out of sight and onto what I assumed was the barely covered raging hard on of my best friend.

"Mmmm..." she said against his lips. "I want that."

She placed both hands on the now slack waistband of his open trousers, hooking her thumbs over the top; and in one smooth motion she slid them down, underwear and all, exposing his bare arse cheeks. The front slipped down only as far as the base of his hard cock. I could see the wisps of his pubic hair protruding above his boxer shorts, which were now caught up on his hard length.

The anticipation of finally seeing his cock was almost as exciting for me as I assumed it was for Katy. Not just for the basic primeval curiosity as to how his manhood visibly compared to my own, but because I wanted to see her reaction to it. Having taken her virginity in our late teens a few years earlier, I could not wait to see what she would do with her first cock that wasn't my own, and how she would touch it for the first time. Nor could I wait to see how Mark would react to her touch.

She continued to kiss him as she reached around and placed her hands triumphantly upon each of his naked buttocks, squeezing hard and pulling his barely covered cock firmly against her. He leapt at the touch of her hands on his bare cheeks and then exhaled deeply into her mouth as his cock pressed against her slowly gyrating pelvis.

She released her squeezing grip on his arse and pulled her face back from him, taking a deep breath and looking purposefully into his wide and nervous eyes. Her hands slid from their respective cheeks, tracing the descended waistband around to the front, where they came to rest at either side of his barely covered manhood. His eyes were locked on hers. His breathing was shaky. Nervous again, but excited beyond control. I could see his whole body was practically vibrating.

She took her right hand and ran the back of her fingers through his pubic hair. Then, without further hesitation, and still without dropping her eyes from his, she slipped the strained waistband down to release Mark's throbbing cock.

Behind the door, time stood still for the briefest of seconds and my peeping eye was drawn to two things simultaneously. Firstly, Mark's cock was about the same size as my own. Maybe a little bit bigger, but he was what I thought I understood to be "average". Whilst I hadn't anticipated developing any childish insecurities, I now knew there was no need for any inferiority complexes. The second thing I noticed in that frozen moment was that the tip of his uncut cock was literally oozing pre-cum, such was the level of his excitement. His foreskin was slick with it; and as his cock stood proud and free, a lone bead of sticky pre-cum had formed and was ready to drip at the slightest throb.

My mouth was dry. My breaths were coming in shortening gasps, so shaky that it seemed like I could actually hear my thumping heartbeat on every exhale. I continued to stroke my own throbbing member as I willed her to take the inevitable step of touching his. My best friend's hard cock. I barely had to wait at all as Katy glanced down and took her first look at his twitching erection, proudly extending towards her.

She bit the corner of her bottom lip and then looked back up to Mark, who was wild eyed with excitement, but at the same time looked completely terrified. Unable to resist for another second, she wrapped the fingers of her right hand loosely around the base of his manhood and drew them purposefully up his length. Mark inhaled deeply at her touch, and even more so when she slid her hand back down again, deliberately drawing back his pre-cum slicked foreskin. Expertly, she took his natural lubricant with her as she slowly began to move her hand up and down his cock.

I heard him take in a long breath through clenched teeth, gasping at the feeling of his throbbing cock finally being stroked by a hand that was not his own. I wished I could see the look on his face but my attention was fixed on the sight of Katy's hand confidently working his hard length. Her fingers shiny and slick as she smeared the oozing pre-cum all over his shaft.

"Yeah?" I heard her hushed voice cooing to him as she wanked him.

"Mmmmmm......" He exhaled deeply, unable to say more. I could see that he had leaned himself back slightly, lifting his hips to extend his cock to her completely; gently winding his hips in time with her hand, thrusting up to match Katy's downstroke. She began to move faster, drawing her hand all the way up and over the exposed head of his wet cock. Her hand slipping quickly up and down, up and down, faster and faster. I could hear the satisfying sound of her lubricated palm slipping over him.

I heard him groan and his entire body stiffened. He was about to cum and I was suddenly desperate to see it. Time slowed down and I stared at his cock, aching to see his hot load shoot all over Katy's hand. Behind the door, I began furiously working my own hard on, convincing myself in an instant that I would love to cum as I watched my best friend's hot load spurting all over my girlfriends' hand. But it wasn't to be.

In the blink of an eye Katy flamboyantly released Mark's cock and watched it for a split second as it throbbed and twitched of its own accord, bouncing and teetering on the edge of climax. Sensing that it was almost too late she grabbed his cock again, firmly, just below the head, and squeezed as hard as she dared, stopping him from throbbing himself over the edge. Her hand was motionless. Her knuckles white with the squeezing pressure.

I held my breath. She held hers... And Mark let out a long gasping chuckle of a groan as his twitching cock calmed itself in her grip. Katy looked exceptionally pleased with herself and almost purred as she released him.

"Mmmmmmm... not yet" she cooed and pushed him back on the bed, where he wilfully collapsed onto the pillows the far side of the bed as I watched them. My side of the bed. His cock, swollen and rigid, bobbed as he swiftly kicked off the remnants of his clothing. Katy slid herself down next to him. Laying on her back, she lifted her hips off the bed and quickly slipped her own trousers down past her knees, before flicking them off the ends of her feet. Leaving herself naked beside him but for her lacy black knickers, that she had bought and worn just for the occasion.

I licked my lips behind the door as I watched her slipping out of her clothes, gazing longingly at that wonderful place between her legs, hidden now by nothing more than a thin sliver of black lace. I imagined how wet she must be beneath it. I couldn't wait to feel it, and I couldn't hold myself back from joining them any longer.

I quickly unbuttoned my shirt and let it fall to the floor behind me as I stepped out of my fallen trousers and boxers, my eyes still pressed to the door as I undressed. I could see Mark was raining kisses all over Katy's naked body and his left hand had disappeared between her legs. With the way her leg was slightly elevated, from the angle I was at I couldn't see if it was in her knickers or on top, though from the way she was suddenly gasping and drawing in breaths through her teeth I had to assume his fingers were now inside her or working a very swollen clit.

Taking one last look through my peep hole, I reached down and yanked off my shoes and socks, turned the door knob and quickly stepped inside, turning off the bedroom light and moving into the electrified darkness. Thanks to the streetlight pouring through our thin curtains, there was still a gentle glow of gloomy light. I could see that Mark hadn't reacted at all to my walking in and he was still working all over Katy's neck and left breast with his kisses.

The first thing that struck me as I stepped into the bedroom was the sound. While I could just about hear things clearly enough behind the door, now I could hear everything. The smack of his kisses on her skin, her panting breaths and the sound of their bodies writhing on the bed. I made my way quickly across the darkened room to Katy's side, descending upon her without a word passed between any of us. I took her right breast in my hand and could feel her nipple, bullet hard against my palm as I ran my tongue along her collar bone.

Trailing my tongue up her neck, I found her mouth, hot and waiting in the darkness. I kissed her, feeling her lips all swollen from her passionate clinches with Mark, but she welcomed my arrival hungrily, reaching behind my head and pulling me into her. My mind buzzed with excitement each time she gasped against my kisses, knowing that her squirms and moans were caused by Mark passionately lapping at her left nipple and his hand between her legs.

I released her breast and began to stroke my cock in the darkness as I kissed her, slowly moving away from her mouth, back to her neck, to her collar bone. I stared across at Mark as I trailed my tongue down over her chest, bringing my head almost alongside his whilst he greedily kissed and licked, which I knew she loved. She groaned deeply as I took her right nipple into my mouth and I felt her hand fall onto the back of my head as she had also done with Mark. She was now in her element, holding both of us against her as we devoured her.

My cock was dripping pre cum and I delighted in smearing it up and down my length, lubricating myself as I rolled her nipple around with my tongue. I took to one knee beside the bed, stroking myself in the darkness, listening to Katy's groans while she writhed beneath our collective touches. I could feel her hips grinding and responding to Mark's fingers as they played with her.

I tore myself away from her hardened nipple and lifted my head to steal a look at the sight of my friends hand burrowed between my girlfriend's legs. My eyes were quickly adjusting to the gloom and I could make out his hand working back and forth beneath her black knickers, which he had slipped under from the side, at the crotch, rather than under the waistband. All nerves and apprehension now clearly forgotten, he was hopelessly lost in the moment. Focused solely on satisfying that most primal of instincts. I could hear the sound of his lips and his tongue smacking on her flesh and the sound of his excited breaths billowing against her.

Noticing that I had lifted away from her, Mark moved to make both of Katy's breasts entirely his own. He slipped his hand from inside her knickers and lifted himself to his knees beside her, running his tongue back up her neck and leaning over her to kiss her again whilst wrapping his palms around her soft flesh. Her hard nipples engulfed beneath them.

Listening to the wet sound of their tongues swirling together, punctuating the breaths they snatched in between, I quickly took my chance to finally slip a hand between her legs and feel her raging lust for myself. Releasing my cock, I ran my now sticky right hand down over her stomach and then to her hip, wiping my palm along her body and then tracing the elastic of her knickers to the lace below. The material was warm and damp to the touch, and I could feel the soft stubble of her partially exposed lips as she lay wet and yearning.

She groaned deeply into Mark's mouth as I slipped my fingers through the side of her knickers, just as Mark had done, and straight between her deliciously wet lips to her clit. It was strikingly hard and slick with her juices. I rolled my fingers around it with ease, listening to her gasping with pleasure as she devoured Mark in the darkness. I could feel her hips gyrating, grinding herself against my fingers as much as I was rubbing her.

Pressing my thumb against her clit for her to continue to grind against, I slipped my two middle fingers down and inside her swollen pussy with ease. She cried out with pleasure at the intrusion and bucked under my hand, fucking my fingers and grinding her clit on my thumb at the same time. Her soft wet flesh was so swollen and hot around my fingers that I could tell immediately that mine were not the first to have been inside her recently. I revelled in the knowledge that Mark had not just been rubbing her pussy in the darkness, he too had felt her hot wetness wrapped around his fingers, as I did now with my own.