What are Friends For?

Next Keira unbuckled Jim's belt, and slid his pants down and off. She grabbed his boxers, and slid them off as well. Jim's erect penis flopped out of his boxers as Keira took them off, and pointed itself forward in the direction of her face.

When Jim's dick popped out Grace made an audible gasp. She had watched porn and had seen big penises before, but she hadn't expected Jim's to be so large. Keira's sub sandwich demonstration hadn't been far off! Jim's penis was probably ten inches and had considerable girth to it. She hoped it didn't hurt too much going into her pussy.

Keira grabbed Jim's cock with one hand, leaned in, and kissed it tenderly on the head. She did this three times with her lips, before opening them up, and began licking and kissing the tip of his cock. Jim wanted to look at Grace, to see her reaction to what was going on before her, but Keira was staring straight into his eyes, and he didn't dare look over. The last thing he wanted to do was add to any jealousy she may end up feeling over the situation. Instead he put his hand behind Keira's head, and pushed her down further onto his dick.

Grace was getting excited watching her best friend suck cock. She had never seen a penis in person before, much less seen two people engaged in something like this. She wanted to give it a try herself, but knew that would be breaking the rules. Instead she placed one hand under her panties and began stroking her shaved pussy.

Keira could hear Grace moan as she started to masturbate. It turned her on to know her friend was liking the show. She reached one hand into her own panties and began rubbing her clit, while she used the other hand to stroke Jim's cock in her mouth.

After several minutes of this she stopped what she was doing and pulled Jim down onto the bed with the three of them. She sat on his lap and began kissing him passionately. Jim massaged Keira's tits, rolling a nipple between his thumb and forefinger, as she moaned in pleasure from his touch.

Grace took off her panties and threw them off the bed. She layed back now with her legs spread open, fingering herself while the couple made out in front of her. She made eye contact with both of them from time to time as they snuck glances her way. She had never done anything like this, and it was making her incredibly horny.

"Don't think I forgot about you." Keira said, climbing off of Jim and moving towards Grace. She climbed past her legs until she was laying over Grace, and then leaned in to kiss her. Jim couldn't believe what he was seeing. Keira had said she'd be making sure they were both pleased, but he hadn't really thought through what that meant. His cock got rock hard watching his girlfriend make out with a naked girl right in front of him. He leaned forward, grabbed Keira's panties, and pulled them off of her. He now had a great view of both girl's pussies. They were completely shaved, and both looked gorgeous, hovering just inches apart from each other.

He knew if he was going to break one of the rules, now was really the time to do it, while Keira was distracted. He wanted to respect them, but at the same time he'd never really touched Grace before, and he longed to see what it felt like. Let's see what happens when I stretch the rules a bit. He thought to himself. He started by rubbing Grace's leg. There was something about touching a woman for the first time that sent a charge through him. Her skin felt soft and cooler than he expected. If Grace was going to speak up, she'd do it now, but she kept silent at his touch. He rubbed his hand up her thigh and towards her pussy. As he inched closer she spread her legs wider, giving him better access.

He licked his ring and index finger on both hands. With his left hand he reached out and massaged Keira's pussy, and with his right hand he touched Grace's. Both girls made small moans as they kissed each other.. He massaged them both, but focused most of his attention on Grace. She bucked her hips up in response, and her moans became increasingly loud. Good. He thought. She's really into it

Keira broke the kiss, and as she did so Jim pulled his hands away. She looked back and flashed a wicked smile at Jim. Then she moved further down Grace's body, until her head was over Grace's pussy. Keira looked at Jim while she stuck her tongue out and ran it down Grace's slit. Jim could feel his cock twitch. It was the hottest thing he'd ever seen. Keira ran it up and down Grace's pussy a few more times, before she started focusing her tongue on Grace's clit. Grace had never had anyone go down on her before, and she was loving it. Her breathing became heavy, and sexy moans and gasps kept escaping her lips. Grace made eye contact with Jim, and neither looked away as Keira lapped away at her.

Keira groped around behind her until she found Jim's cock and stroked it rigorously. Jim found Keira's pussy much wetter than the last time he'd touched it, and went back to rubbing her sweet spot. As far as Jim knew this was the first time Keira had ever eaten pussy, but she was doing it like a pro. Grace had started out breathing heavy, but it was becoming full on screams of pleasure as Keira switched back and forth from licking her clit to fucking her with her tongue. Jim didn't want Grace to have an orgasm before he had a chance to fuck her, so after a few minutes he pulled away from Keira and put his hand on her back.

"Sorry." She said, smiling and wiping off her face. "Got a little carried away there."

"I didn't mind." Grace laughed. She pulled Keira up to her and the two kissed again. Jim watched mesmerized as their tongues rolled together between their lips. Keira broke away, grabbed Jim, and stuck her tongue in his mouth. He could taste Grace's pussy on her, and kissed deeply, loving the taste. He had wanted to get it first hand, but this would have to do.

"Are you ready?" Keira asked, grabbing his cock.

Jim nodded, the words escaping him at the moment.

"How about you?" She asked Grace.

"Uh huh." Grace said. She was still a bit out of breath from Keira going down on her. She hadn't climaxed, but she was close.

"Okay Jim, come over here then, and lie over Grace, missionary-style." She pulled Jim over, and positioned her over her friend. Jim could tell Keira was getting off on being in control of the situation. Even though he would have rather been able to do whatever he wanted, he really did like the way Keira was taking charge.

"Okay, I'm going to put it in her. Be very gentle." Keira said, grabbing his cock and lining it up to Grace's pussy.

"Go slow." Grace said, looking Jim in the eye. She looked nervous again, but hungry for what was about to happen.

"I will. I promise." Jim whispered to her.

Keira rubbed the head of Jim's dick up and down the lips of Grace's smooth cunt. Jim could feel the wetness and warmth on his cock. It felt amazing. Keira lined him up to the entrance, placed a hand on his ass, and pushed him down slowly.

Jim moved into Grace's opening slowly with the pressure Keira was applying on him. He could feel her tightness enveloping him, and fought every urge he had to just plow into her immediately.

"Oh my god. It's so tight." Jim whispered. He pushed into her gradually, pulling back slightly and then forward whenever he encountered resistance. When he felt his dick reach her hymen Grace gasped in pain.

"Are you okay?" Jim asked.

"I'm okay. Do it." She said, staring at him. Her eyes were a deep blue, much dark than Keira's, and they stared lovingly at him. Was he reading too much into that look? He had to have her. Now.

He made one more push and felt her hymen tear against him. Grace shrieked out in pain and dug her nails into his back. Jim stopped moving.

"Oh god, it hurts!" Grace cried out. A tear ran down her face.

"Are you okay? Do you want to stop?" Keira asked her, moving to the side of the bed near her face.

"No, no. I'm okay." Grace said. She looked back to Jim. "Keeping going." She reached out her hand and Keira held it.

"I'm right here." Keira said. She leaned in and kissed Grace on the forehead, then on the mouth. Grace kissed her back, and soon their mouths were open, and their tongues were exploring each other again.

Jim could wait no longer. He pushed the rest of the way in, slowly, until he was buried deep inside her. Grace screamed against Keira's mouth, but they did not separate. The increased pressure of Grace's hand in hers hurt Keira, but she didn't let go, and neither girl stopped kissing the other. Jim pulled back, slowly, and then dove back into her. He had never felt a pussy as tight as this one. It was amazing. If that wasn't good enough, watching the small, shy girl he was fucking kissing his girlfriend at the same time ensured that this was the best sex he had ever had.

He began increasing his pace, getting more towards what his normal pace would be, but still holding back so as not to hurt her. Grace gasped, and pulled her face away from Keira, staring Jim in the face. Her right hand was in Keira's, but her left dug once again into Jim's back. Jim wrapped an arm under Grace's body, under the small of her back, and stared into her eyes. Grace moved her hand down to Jim's ass and grabbed it.

He wanted to kiss her so bad right then. Instead he looked over at his girlfriend, and began making out with her. This went on for a minute, with both girls grabbing his ass and pushing him downwards, while he plowed into Grace, pounding her at a steady rate.

"Are you ready to try on top?" Keira asked Grace.

"I.... uh... ya... okay..." Grace managed to speak out, while Jim continued fucking her.

"Alright babe, you'll have to stop for a second." Keira said. Jim pushed all the way into Grace, then grabbed her, and flipped her on top of him in one fluid movement.

"Woah." Grace said.

"Woah is right. That is a lot of blood." Keira said. There was blood all over the sheets where they had just rolled off of. In addition there was blood all over her Grace's inner thighs.

"Is it!?" Grace said, clearly worried.

"That's normal. Don't worry about it." Jim said, holding her to his chest with both arms and pumping into her with her on top of him.

Keira was surprised at how much she enjoyed watching this. She could tell Jim was really into it, maybe too into it, and she knew it should upset her. It really didn't though. Instead she was just turned on watching her boyfriend fuck her friend.

"You should try sitting up." Keira said. She pulled up on Grace's shoulders, and Grace sat up on top of Jim.

"How should I do this?" Grace asked.

"You can grind, or you can kind of bounce up and down. Whatever feels best for you." Jim said.

"I'll try both." Grace grinned at him. She started with bouncing. It hurt, since her pussy was still tender, but not at much as she thought it would. She started slow, sliding most of the way up Jim's cock, and then falling back onto it. As she got more comfortable she quickened the pace.

Jim had a great view. Grace's tits were bouncing up and down in front of him, and she had an incredibly sexy look of pleasure on her face as she gasped and moaned with each movement. Jim forgot the rules, and grabbed Grace's perfect breasts and began squeezing them in circles. Keira realized it was a violation, but figured it was a minor one, and let it pass. Instead, she moved up behind Grace, and began rubbing her clit.

Grace's body responded to this instantly. She made a low grunt, put her full body weight down onto Jim's cock and began grinding on it. Jim could feel his dick filling her up completely and pushing against the back wall of her pussy. He was surprised that she was able to take it all in and keep grinding down and back and forth on it. It felt incredible to him.

Grace reached back to put her arm around Keira's neck, pulled her forward and kissed her deeply. Jim had a full-body view of Grace as his girlfriend made out with her and massaged her clit. He hadn't thought there was any room for things to get better today, but this was the hottest thing he'd ever seen. He felt his climax closing in. He'd been trying to delay it as long as possible, but this was too much for him.

"I think I'm going to cum." Jim said.

"Don't cum inside her." Keira said with some urgency, breaking away the kiss but not the rubbing.

"No, it's okay. Do it." Grace panted.

"Are you sure?" Jim asked, trying to hold it back.

"Cum inside me. Please. I want you to." Grace said between labored breaths. Her eyes were locked on his, and she looked as close to cumming as he felt. "Cum inside me."

That did it for him. After all, she had said please.

He grabbed her by the hips and shot a load deep into her. She gasped at the sensation. Her moaning turned to screams as her orgasm overtook her. Jim's dick throbbed a second time, then a third, shooting more semen into her pussy. All the while Keira continued to focus her attention on Grace, working her clit with one hand and a nipple with the other.

Grace had never had an orgasm as intense as this one. She had toyed with masturbation before, but she had never penetrated herself, in fear that she might break her hymen. This sensation was so much stronger than anything she had been able to do to herself. Her fingers dug into Jim's chest, leaving red scratch marks beneath them. She spasmed on his cock over and over, Jim's cock ramming her with every shudder. Finally she crumpled onto his chest, his face meeting hers. In the back of her head she knew she wasn't supposed to kiss him, had been avoiding kissing him this whole time, but now, with her orgasm waning, she just didn't care. She thrust her mouth onto his and stuck her tongue deep into his mouth. Jim grabbed her by the back of the head and held her tight, meeting her kiss passionately.

When they had both finished cumming they broke their kiss. Grace's lay over Jim, breathing heavily, exhausted. Jim was starting to go soft, but he wasn't yet ready to exit her. He could feel Keira's hands massaging his balls, but he had no idea when she had started.

The three of them were silent for a moment. Jim held Grace in his arms, one hand on her back, the other on the back of her head. Grace got up from the bottom of the bed and sat at the side of the other two.

"How was it?" Keira asked. She had sounded in control earlier. Now she sounded a little nervous.

"It was so good. Thank you baby." Jim said. Grace was spent, and still hadn't looked up. "Thank you."

"You weren't supposed to kiss her." Keira said. Jim could see blood on Keira's hands. It could only be Grace's. He wondered just how much of a mess they all were.

"I know. I'm sorry. It just seemed to happen." Jim said. He still couldn't tell if Keira was hurt or happy. Grace moved her body down a bit and turned to look at Keira, her head resting on Jim's chest.

"I'm sorry. It's my fault. The feelings were so strong during my orgasm I wasn't really thinking. I just kind of attacked him." Grace said. She didn't sound very sorry.

"It's alright." Keira said, smiling. "Just so long as there's still room for me." She leaned down and kissed Jim.

"Of course baby. You're the coolest girlfriend ever. Who else would arrange for me to have sex with their friend like this?" Jim said.

Grace felt down at her pussy, and her hand came up with blood.

"Oh god. I'm sorry. Your sheets must be destroyed." Grace said.

"Don't worry about it." Keira laughed. "Let's just all get showered up and then I'll get rid of the evidence."

Jim slowly slid out of Grace, eliciting a quiet sigh from her as he did so. The three of them made their way to the bathroom together, and Grace could feel Jim's cum leaking out of her as they walked. They hopped into the shower. It was crowded, but not too bad, and they all took turns cleaning each other.

"Did it hurt real bad?" Keira asked Grace while she rubbed her down. Jim knew there were lots of reasons Keira wanted to wait, but not the least of which was her fear of the pain.

"At first, it hurt like hell. I wasn't sure I was going to be able to bear it, and I thought the whole thing was going to feel like torture. Then, pretty quickly, the pain faded away and all I could feel was the pleasure of it!" Grace said.

"I'm glad. I tried to go gentle. At least at first." Jim said, smiling. He was starting to think that smile might be permanent now. "Are you okay with everything Keira?"

"Yes. I want to be with you. I love you. I'm just not ready to have sex. This way we all get what we want." Get, not got. Jim was keenly aware that she had chosen the present tense of those words. Hopefully this wouldn't be the last time he'd be fucking Grace. "I am super horny though. That was the worst part of watching you two."

"Well, we might be able to do something about that." Grace said, cupping her hand over Keira's pussy.

Keira's parents were gone four more days, and Jim made sure to come by each day to spend time with the girls. Keira still didn't let him fuck her, but thanks to their new arrangement, their relationship had never been stronger.