The Lunch Break Girls

"Oh God, oh God," Beth said. "They can't see me like this. Don't let them see me!"

She ducked further beneath Penny's body, hiding her face by pushing it into her tummy and behind her big breasts. Beth held Penny tight, and her grip tightened more so when she heard the guys beginning to talk, laugh, and worst of all--approach.

Penny wasn't nearly as worried about being caught as Beth was. If it had been faculty, she could've had gone to jail, so this being students made things better. Besides, Penny had been in a few group sex sessions before, and being faced with another possibility was actually very exciting.

"Don't worry," she said to Beth. Then, to the circling guys, she took a deep breath and made her offer. "If you guys go away for a minute and let us finish and let her sneak away...I'll blow whoever wants it." Penny almost came as she said those words. Surprisingly, Beth came close when she heard them, too.

Every guy celebrated at this offer, except one who looked Penny straight in the eye.

"No deal. I want to fuck," he said.

Penny tried calling his bluff by buttering up her offer. "I swallow. Or you can cum on my face."

"Yeah, you'll swallow," the little asshole said. "But first, I want to fuck that pussy."

Part of Penny wanted to bash this creep's head into the floor, and she didn't want to give in after what she'd offered. But she also couldn't deny that having a dick inside her while she gave nine blowjobs was hot as hell. "Deal." She said. "You can fuck me. Now go--"

"Not you," the guy said. "I want that pussy," and he pointed between Beth's spread legs.

Penny couldn't answer for Beth, so she waited for the brunette to respond with a yes or no. But when no sound came, Penny realized Beth wouldn't talk, fearing her voice might be recognized. Penny then ducked down, looking under her body and between her hanging tits and between Beth's own breasts, peaked with hard nipples, where Beth was still hiding her face.

"Well?" Penny asked. "You want to try something crazy?"

Penny hoped her voice told Beth how much she wanted to do this, despite what a jerk this kid was being. Her prayers were answered when she felt Beth push her face back between her legs and lick her clit.

Guys were already taking their pants off when Penny looked back up. "Ok," she said. "But if we're going to do this, no one, and I mean no one better try to see her face. Or we'll both start yelling rape."

Penny wasn't all that concerned about the deal being broken for three reasons. One was the rape threat. Two was because the locker room was already so dim that there was little light to make out facial features as it was. Even she would have a hard time picking any of these guys out of a lineup, and they weren't being hidden under a skirt like Beth was. And third, Penny was sure that eventually Beth would be too aroused to care, and she'd come out of hiding anyway.

Until that happened, though, Penny was going to do whatever it took to keep her friend's identity a secret. Even it meant becoming a total cum slut.

But cum slut was apparently just going to be part of it, because the guys seemed to think that the deal made with the jerk applied to them all. They weren't lining up to be blown. They were all getting in different positions, and as they grew closer and Penny felt their bodies and heard their breathing, she was glad they were taking things further. This was going to be incredible!

Penny tensed as the young men gathered around her. First, of course, was the jerk, who was actually pretty good-looking and had a nicely sized dick. The funny thing was, he suddenly had become shy, because he wasn't hard and when he kneeled between Beth's legs and in front of Penny's face, he shook his flaccid cock and slapped it lightly against Beth's thigh in attempt to get erect.

Penny decided to let him suffer for a little bit as she waited for the other guys to get in position, which happened very quickly since they all were over-excited and went at once. The first guy to make real contact was an average-dicked guy who pushed himself into Penny's dripping pussy. He went all the way in on the first, agonizingly slow stroke. Another guy kneeled at Penny's side, grabbed his big cock by the shaft, and rubbed himself back and forth against the side of her right breast. She could already feel his pre-cum sticking to her there.

A fourth guy gently took Penny's left hand and guided it to his erection. She grasped it and stroked it, rubbing her thumb over the rubbery head, smearing his pre-cum and lubing him up. It was hard for her to keep her strokes slow with the guy in her pussy already pounding away, but she forced herself to concentrate, because she didn't want the guy in her hand to cum too soon and shoot her palm instead of her tongue. And things got really intense when she felt Beth's strong, wet little tongue flicking at her clit, even as this stranger was fucking her!

All the sudden Penny just lost it. She was melting from the attention paid to her pussy, but she felt empty without a cock in her mouth. She lowered her face down to Beth's thigh where the jerk was still rubbing himself, opened her mouth, and sucked in his half-hard dick. It took him less them three seconds to get a full erection once between her expert lips, which sucked and stroked him as her tongue swirled around his head feverishly. All of the jerk's rudeness was instantly forgotten as Penny delighted in the taste and feel of his warm cock. In fact, if it wasn't for his pushing, Penny wouldn't be getting fucked, prodded, and giving a hand-job right now, so she actually wanted to give him the best blow job possible as a thank you.

Below, the guy fucking her was slowing his strokes because it made things easier for Beth, still hiding under Penny's skirt. With the guy fucking slower, Beth didn't have to be careful about her face or head being rammed into, so she licked and sucked Penny's pussy with more passion and confidence. Beth puckered her lips around Penny's clit and sucked gently, flicking it with her tongue until she felt Penny tense up, indicating an impending orgasm.

But just before that point of no return came, Beth released her friend and, amazingly, turned her attention to the guy, licking his shaft as he slid in and out, cleaning and tasting the mix of his cum and her girlfriend's juices. On his in-strokes, the guy's balls would roll across Beth's forehead and nose, and when they reached her lips, she'd either kiss them or stick out her tongue for a long, wet lick. A couple times she even took the heavy testicles into her mouth and sucked on them, rolling them with her tongue, and the guy, with his cock fully inside Penny's pussy, had to use all his concentration not to cum even though he wasn't moving at all. The clenching walls of Penny's cunt didn't help matters, as her body instinctively worked to milk the cum out of him.

"Oh my God, I am in three types of heaven right now!" the guys said. "I'm getting sucked and fucked!"

"What's the third?" one of the other guys asked through the laughter that followed.

"I'm getting both at the same time!"

More laughter, followed by some sounds of surprise. The other guys knew their buddy was fucking Penny, but the skirt kept the testicle sucking a secret. They thought he was talking about getting sucked in the future tense. One guy was so shocked, he even crawled down and grabbed the hem of Penny's skirt, wanting to lift it to get a look.

"No peaking!" Beth reminded him when she seen his fingers. She hoped the balls on her tongue changed her voice enough for her to be unrecognized.

None of the guys were about to risk this experience by breaking the only real rule, so they backed off, but that didn't mean the fucking and sucking was anywhere near over.

The guy fucking Penny began stroking into her again, still slow enough to allow Beth to lick his cock's underside and his nuts safely. But on one deep, fateful push, Beth opened wide, catching not only his balls, but also Penny's clit in her mouth. She sucked and licked at both the testicles and the clit. Her face was in such a position that her nose gently poked the guy's perineum, and since she was breathing through only her nostrils, her breath pushed him in that sensitive area, giving his asshole a breeze, and these senses were just too much. He tensed and called out.

"I'm cumming!"

He moved like he was going to start thrusting, and though Beth understood the instinct, she didn't want to lose him, so she sucked harder and pushed her face to him harder, digging her nose further against his perineum. She even slipped her hands up and out from under Penny's skirt and grabbed the guy's ass to hold him there. Because Beth was focusing on sucking this guy's balls until the instant he came, she was no longer sucking Penny's clit. However, her bottom lip was right on Penny's clit, and the sucking motions rubbed the lip over the hard little nub repeatedly. Suddenly, Penny was tight and trembling and climaxing.

As Penny ground her naked mound against the guy's hips and Beth's face, she had an unstoppable urge for cum in her mouth. She knew the jerk--well, now the guy she thought of as 'the guy formerly known as the jerk'--wanted to fuck Beth, and Penny also knew Beth deserved a nice hard dick inside of her, but in the midst of a life-changing orgasm, none of that mattered.

Besides, there were plenty of other guys for Beth to fuck.

Penny shifted her sucking skills into overdrive. She bobbed and sucked and coiled her tongue until, instantly, the guy was cumming hard in her mouth. She couldn't help but moan, "Mmmmmm," the whole time. For his part, the guy cumming was doing his very best to hold back his scream, but he was so overcome, he sounded like he was in pain.

At Penny's other end, with expert timing Beth dropped her face from her guy's balls just enough so she could get a hand on the base of his dick and pull him out. Then Penny's life-changing orgasm became a world-shifting climax as the guy started cumming in Beth's mouth, which was open and around not just the cock, but also Penny's clit. Beth licked Penny there rapidly as she jerked the guy off into her own mouth. His cum came in forceful, thick, hot blasts, all of which hit Penny's clit directly, and then spilled down the flicking female tongue that wrestled it.

Half a minute later, when the cum had stopped, Penny was still audibly swallowing the milky treat which had flooded hr mouth, while Beth alternated between sucking just the other guy's cock head and licking Penny's enflamed, cum-soaked clitoris. Each time Beth licked either body part, the person it belonged to shivered uncontrollably. Penny's cum dose had stayed in her mouth except for a big drop that hit her chin when the guy finally pulled out after he finished. But Beth, because her mouth was never completely closed as she pleased both organs at once, looked a little messier. White jizz lay in spots around her mouth and even on her nose, but because she was hidden, no one but her was aware of it. She licked off what she could reach with her tongue, and then went back to sucking on Penny's wet pussy lips.

Penny had forgotten all about the guy nudging her breast with his big dick, but only her mind had forgotten the guy she jerked with her hand, because her hand was still jerking it. And because of the intensity of the orgasm from which she was still reeling, her hand moved fast. As soon as Penny realized this and looked to the guy, he was trembling and announced he was cumming. He moved into position, obviously wanting to finish in her mouth, but Penny didn't want his patience to be rewarded with a mere hand job, even if he did get to cum down her throat.

"Don't touch it," she said as he kneeled before her. She released him, letting his dick rest against the side of her face, but otherwise not touching him. She knew that if they both resisted the urge to jerk him off, his orgasm would probably only be like a half-orgasm, and he would be ready to use his cock again much faster, and still have a decent shot left in him.

It worked. The guy used all of his willpower to hold back, but even when he came, he didn't fully cum. There was one big spurt that shot impossibly high into the air, then came right back down and into Penny's hair and across the left side of her face. The following gushes of sperm washed over Penny's cheek the cock was pressed against, coating it thick and white.

The other guys in the locker room ooo-ed and ahh-ed at this sight--none of them had seen a girl take even a moderate facial in real life before. Of course, none of them had seen any of this in real life before.

"Just take a minute to calm down," Penny said, coaxing the guy away. "I want you to have as much fun as I am. I'll suck you...later." The guy backed off, taking deep breaths in an effort to control himself.

Already another couple of guys were stepping into line; one at Penny's face and one at her rear. The guy behind her reached his target first, pushing his giant cock head into her sopping pussy just as she grabbed the cock of the new guy in front of her with a fist. The guy fucking her was so big Penny couldn't even concentrate on sucking the other cock. The forward half of her body slumped onto Beth helplessly as the huge dick tunneled into her. She rested her face on Beth's pussy, closed her eyes tight, and just let the guy have his way with her.

Penny jolted with each in stroke, and not because he was being rough, but because the feeling of him filling her was so god damn incredible. At first she moaned with each of these thrusts, but soon the guy had built up a speed that had her moaning constantly, and she had no choice but to bury her lips in Beth's cunt to stifle herself. Once given that fresh taste of pussy, Penny began gnawing on Beth's soft, wet lips, and fucked the brunette's tight hole with her tongue, even as she continued to cry out from the unbelievable fuck.

As if it had a mind of it's own, Penny's hand still gripped the guy in front of her, and held his dick over the top of her head while jerking him steadily and squeezing him tight. While he might have come for a blow job, he wasn't at all disappointed with the hand job, as evidenced by the fixed expression of lust and disbelief on his face.

Below Penny's actively fucking pussy, Beth watched in amazement and a little fear as the big cock plowed her friend. Even without seeing his face, Beth knew who this guy was; there was only one guy in school who could have a dick that big. Beth also knew this guy had a girlfriend, which would give her some interesting things to think about later. But right now, she was just trying to keep away from his powerful thrusting.

Apparently he was more into just plain fucking than getting tongued at the same time like his predecessor, because not only did he not slow down to give Beth a chance to pleasure him, he actually raised Penny's hips a little so Beth couldn't really reach. Still, once he had built up a rhythm and Beth felt comfortable that he wouldn't accidentally bang into her, she stuck out her tongue, letting his giant hairy testicles slap against it as they swung back and forth.

This seemed to be the straw that broke the camel's back, because the guy's nuts had only battled Beth's tongue for about thirty seconds when he began grunting and fucking Penny harder and faster. He didn't announce his orgasm, but everyone could tell based on the crescendo of his grunts. Penny felt like someone had turned on a hose inside of her when he came because there was so much, and it felt so thick, not just in the consistency, but in the circumference of the stream, as it washed through her body. She couldn't remember feeling so full, and the sperm hadn't even stopped yet! Penny actually felt a tiny bit of disappointment that she wasn't receiving this load down her throat, but when some of the white gel began to ooze back out of her and drip from her body, she felt great knowing that at least someone was going to get a facial and a tasty treat out of this.

Just as suspected, when those first drips--which were more like continuous streams from on overfilling pot, really---splashed onto Beth's face, she instinctively dove for the source. She reached out and grabbed Penny's ass, pulling it down even with the big guy still pumping his load inside of her. Beth put her mouth flush to the spot where the dick disappeared into Penny--the exact spot where the cum was sloshing out from--and she sucked and licked and slurped the jizz savagely. Funnily enough, the best part for Beth was when the big guy finally pulled out, allowing her to concentrate just on Penny's cum-loaded pastry.

Beth did everything she could to get as much of the cum out of Penny as fast as possible. She fanatically lapped at the drowned pussy lips. She fucked her powerful little tongue up inside the warm, churning tunnel, curled it, then pulled it back out, drawing with load after load of cum. When even that wasn't enough, Beth puckered her lips and pressed them as far into Penny's hole as possible so she could suck the hot seed out directly. While this went unseen to the guys who could only watch Penny's skirt and use their imaginations to fill in the blanks, the sounds Beth made as she slurped that full pussy were just as prominent as if she had been trying to suck the remnants of a milk shake from the bottom of an empty mug, although these sips weren't at all annoying. In fact, it was those sounds which sent the guy Penny still stroked into orgasm.

This would be the second guy Penny had unintentionally jerked off, and though she had let the lest go so he'd be better for round two, Beth's sounds as well as her indescribable touch added too much pleasure for Penny to bear, and she absolutely had to have some cum in her face. The guy began cumming rather quietly, so Penny didn't even noticed until he started bucking against her hand, by which time a good amount of his load was already in the air.

It fell mostly into her sandy-colored hair, across the back of her head, but as Penny recognized what was happening and turned her head to face him, further cum shots zipped across her left ear, cheek, chin... The last big spurt flung across her bottom lip, into her open mouth and onto her tongue, then across her upper lip and just into her left nostril all at once. But after that Penny had regained control, and everything else he had inside of him spat, hot and gooey, into her mouth where she swirled it around his pulsing head before swallowing.

The strange thing about this guy was that, even when he was done cumming, he moved as though he was still in orgasm. His cock stayed hard, and so Penny still sucked it. Overcome with lust, he grabbed Penny's hair, sinking his fingers into the long strands highlighted with sperm, and then pulled it, roughly, though not enough for Penny to get anything out of it but unexpected enjoyment. She sucked him hard when he tugged her, taking him deeper, and he forced himself deeper at the same time. The result was a gagging throat job, which Penny knew she'd regret in a couple hours when it would hurt to swallow or even talk, but at the moment she was loving it--and feeling Beth still nibbling her pussy made things all the better. Penny would've let him fuck her throat for as long as she could stand it, but he only had a few seconds in him until he pulled out and literally fell backward onto the floor, panting. For her part, Penny left him gasping for a breath, and a couple tears from her eyes mingled with the cum on her cheeks.

Four down, six to go, Penny thought, smiling and beaming inside. But it was then that she realized Beth, though in no way ignored, was getting the short end of the stick so far. The petite brunette with the big rack hadn't been fucked yet, and though she had a very filling cream pie all to herself, she hadn't had her own cock yet. Penny knew she owed Beth for what was going down right now, so she had to come up with something.