What are Friends For

This is a story that just proves that you never know what might happen at any given time. My name is Alan. I have been friends with Todd and Lisa for a number of years. Todd and I went to high school together and we ran around together all through our high school days. Now we are both twenty four years old. Todd has been dating Lisa for about four years and the three of us have hung out together the whole time they have been dating. I have dated about six different women during this time but other than having sex with them I would rather spend my time with Todd and Lisa. We go out drinking, go to sporting events, we even go on vacations together. I hang out at their place more times than not during the weekend and have often crashed on their couch for the night.

Well, things got a lot more interesting a couple of weeks ago. It all started when Todd invited me over to watch football and have dinner. Dinner was pizza and beer that I brought over. After dinner Lisa offered popsicles for dessert. Yeah, I know, pizza, beer, and popsicles aren't exactly a gourmet meal but it is within our collective budgets. Lisa knows I like popsicles and also knows my favorite flavor is orange so when she came into the living room to ask if Todd and I wanted one she was already

handing me an orange one. Todd declined so Lisa and I enjoyed the fruity treats while Todd opened another beer.

As Lisa and I were licking and sucking our popsicles, Todd made some predictable comments about how Lisa looked good with a popsicle in her mouth. Lisa in turn teased me by saying I looked like an expert popsicle licker. I played along by taking the whole length of the popsicle in my mouth and moved it back and forth. Lisa's eyes opened wide and Todd said that I looked too much like a natural. I looked over at Lisa and said she was the one who looked like the natural. This was not anything new in that we kidded each other about sex often but never had we talked in the graphic terms we were now. Of course we had all drank a bit so we were quite buzzed so the inhibitions were somewhat subdued. I didn't realize how much until

Todd said he thought I could give Lisa a run for her money at giving a blow job. I just laughed because I assumed he was just trying to give Lisa motivation for giving him a BJ.

I would later find out from Todd that his motivation was for Lisa to get more into oral sex. Lisa had a different take on the comment however.

"Well I bet he can't" she said, "There is a big difference between a popsicle and a cock!"

"No there isn't, they are both the same shape. The only difference is one is cold and one is hot" was Todd's reply.

As I sat and enjoyed my popsicle and their argument they actually started to get a little upset with each other until Lisa said "Okay, if you think he is better we will both suck your dick and then you will know!"

I don't know who was more shocked, Todd or me.

"Now wait a minute" I said, "you guys are getting a little bit out of hand."

"No, Todd thinks there is nothing to giving a blowjob. There is an art to it and he needs to appreciate that fact. I say the only way for him to understand is for him to experience it and compare."

At this point I thought that they were playing a joke on me so I responded"Look, it wouldn't be fair because I would win. I am a man and I know what I like so I know I could give a better blowjob than you."

The look on Lisa's face made me realize that she wasn't joking and I think I pissed her off.

"That's it then, you two are full of it. Todd, drop your pants because I am going to prove right now how wrong you both are."

Todd kind of laughed and stood up and started acting like he was going to take his pants off. As Lisa continued to watch, he hesitated. Then she reached over and finished what he started. He protested just a little but soon he was naked from the waist down. I couldn't believe what was happening. I couldn't take my eyes off of the two of them and thought that Lisa was going to give him a BJ right there in front of me. Todd did too because his cock was rapidly growing. She was stroking it with one hand while looking into his eyes. Todd didn't have a huge cock, it was not as big as my 7 inches but I would guess it was at least 6 inches.

As she stood there stroking his cock she looked over at me and said "I'll even let you go first."

I just sat there dumbfounded. But she wouldn't take her eyes off of me. The thought of giving Todd a blowjob had never crossed my mind before this moment and now that Lisa was inviting me to do it I was surprised by the fact that I was getting turned on watching her stroke him. I realized that my own erection was complete and I was extremely hard. I adjusted myself and Lisa looked at my bulging shorts.

"Look Todd, Alan is hard too. I think he wants to do it."

Todd looked over at me and said "So you want to show Lisa how to suck a cock or what?"

"I don't know. Are you guys serious?"

"Sure, show her how to do it right."

"And if you give a better blow job than me I will give you one as a reward" added Lisa.

Todd looked at Lisa and said "Are you sure about that?"

"Hell yeah, because there is no way he can win."

"So what do I get out of this?" I said.

"What do you want?" asked Todd.

"Well I guess I have to earn the blow job so how bout I get to watch you two have sex. At least I get to see her naked!"

Todd and Lisa looked at each other and Lisa said "Okay."

As I stood up Lisa suggested we go to the bedroom. When we were all there Todd suggested we all get naked. After a nervous silence Lisa began to strip and I followed her lead. Todd only had to remove his shirt and then he lay down on the bed. I tried not to stare at Lisa as we stripped but I couldn't help myself. She is very athletic, small firm breasts with hard pointy nipples. When she removed her panties I could only admire her firm ass and as she turned around I could see she trimmed her bush very close in the middle while the sides and around her labia were completely shaved.

"Wow!" I stammered without realizing it.

"She does look great doesn't she?" Todd responded "Makes giving me a blowjob seem to be a small price."

That last comment brought me back to the reality of the situation. I am standing in my two best friends' bedroom, naked, about to give him a blowjob while she watches me. My cock twitched in anticipation. I turned my attention to Todd.

"Are you sure about this?" I asked.

"Are you?" he replied.

I just got on the bed and crawled between his legs. His cock was hard and he too had closely trimmed his hair everywhere except his ball sack which was completely shaved. As I admired the look of his cock and balls I hesitated.

"Go ahead Alan, give him your best shot and maybe he will give you his best shot'" Lisa encouraged.

I glanced over my shoulder at her beautiful body and said "I plan on winning this bet so I can see that head bobbing on my own cock."

She just smiled at me and said "Good Luck!"

As I turned back to Todd's cock it occurred to me that she might have even meant it. I reached out for and grabbed the first cock I have ever felt other than my own. I admired the warmth and the smooth feel of it. As I contemplated what I was about to do I thought "How hard can this be" and the pun in my thoughts made me smile and giggle just a little.

"What's the matter?" Todd asked.

As an answer I lowered my mouth around his cock and took half of it in. He let out a soft moan and leaned back on the bed. Here I was with my best friend's cock in my mouth and his long time girlfriend watching. It is difficult to describe what I was feeling and thinking because so many things were racing through my mind. What would happen to our friendship? Would either of them respect me afterwards? Why am I doing this? All of those thoughts quickly went out of my mind as I focused on the fact I had a cock in my mouth and a bet to win. As I started to move my head and hand up and down on Todd's cock I felt Lisa crawl on the bed beside me. Her naked body brushed up against mine and tingles ran across my entire body. She moved up and brought her face up close to mine to watch me and, I think, to try to distract me. Although she was distracting, I was surprised to find the feel of Todd's cock in my mouth was even more of a distraction, and a pleasant distraction at that.

I knew what made a good blowjob because I have had many a blowjob, good and

not so good. There is no such thing a bad blowjob but there are definitely blowjobs that are better than others. In my mind I was trying to remember what I thought made a good blowjob. Number one to me was believing that the person giving me the blowjob actually enjoyed doing it. Other things that I liked were a combination of mouth and hand working my cock at the same time. I liked to have my cock sucked slowly at first to warm me up. Toying with my cock by kissing and licking and sucking on my balls also helped get me excited.

"What's the matter, are you giving up?" Lisa asked.

As all of my thoughts of a good blowjob were running through my mind I had paused what i had been doing. Lisa's question snapped me back into the reality f what was going on. I briefly removed Todd's cock from my mouth long enough to say "No, just surprised at how good Todd's cock feels in my mouth!"

I slowly stroked Todd's cock as I looked into Lisa's eyes for a reaction and saw surprise that quickly turned to something else as a big grin spread across her face. I turned my attention back to Todd's cock and when I looked up I saw a big grin on his face too. I had a bet to win! I took his cock into my mouth and started to slowly suck him as I stroked his shaft at the same time.

With my other hand I couldn't resist playing with his shaved balls. I started to moan myself as I continued to suck his cock. I would take as much into my mouth as I could and then I would take it completely out of my mouth and rub my hand over the head. Then I would immediately plunge his cock back into my mouth until it hit the back of my throat. I could tell Todd loved what I was doing because he too was moaning as I felt the twitching of his cock in my mouth.

When I felt the twitching it reminded me of another aspect of a blowjob that separated the great from the good. I had a decision to make. Was I going for a great blowjob or just a good one. I knew from talking to Todd that Lisa didn't swallow so now I had to decide how bad I wanted to win the bet. I decided that I wanted badly to see Lisa's mouth on my cock so the decision was made.

Todd's cock was hard as steel and I could tell he was close. I picked up the pace working him with my mouth and hands. I started moaning as I tried to take more and more of him into my mouth. I was getting more and more excited and as a result I was able to take more and more of his cock into my mouth until I finally was taking every inch. At one point I had the head down my throat and felt like I was going to gag but I held it there. When I did this I could tell Todd was really close to cumming. I went back to a steady quick pace and very shortly I heard him say he was going to cum. The only response I gave him was a moan and I kept sucking his cock.

When he started to cum I plunged his cock deep in my throat and continued sucking. His cum filled my mouth and some dribbled out over his balls. I tried to swallow it all but as I said some of it did leak out.

Even after his orgasm I slowly sucked him until I knew that all of his cum was used up. Then I licked his balls clean, even running my tongue lightly over his asshole.

"Oh my god!" exclaimed Lisa, "That was so damn hot. I can't believe this was the first cock you ever sucked."

"I just know what I like, it's not so hard" I responded.

"Well you give one hell of a blowjob" Todd said "I think Lisa owes you a blowjob."

"Now wait a minute, I haven't had my turn yet" she pleaded.

"After what he just did I think he has earned one from you"

"So you're telling me his blowjob was better than any I have given you?"

"I didn't say that, I said I think he earned his own blowjob" replied Todd.

"Then you give him a blowjob"

"I am not the one who made the bet"

I didn't want them getting into an argument over my getting a blowjob so I told them to forget about it. I would be happy just watching them fuck. They agreed and so Todd went to the bathroom to clean himself up as Lisa and I sat on the bed awkwardly trying to figure out what to say.

"You aren't mad about the blowjob thing are you?" Lisa asked.

"Well, the only reason I went down on him was because I wanted to see your mouth over my cock." I laughed as I said this so she was sure to know I wasn't upset.

"Come on, you enjoyed sucking him didn't you?"

"What do you think?" I asked.

"I think you more than liked it. I think you would do it again."

"Hmmm, probably, but I would prefer to lick your pussy."

"Then do it" Todd said as he returned from the bathroom. "Warm her up for me."

I looked at Lisa and instead of saying anything she just laid back on the bed and spread her legs. This was a dream come true. I have always been a bit jealous of Todd because Lisa is gorgeous. Her lithe, athletic body has often been the motivation for nights of masturbation. Now here she was with her legs spread waiting for me to eat her pussy. I looked back at Todd.

"Go for it" was all he said.

And I did. I have gone down on many a woman but I felt tremendous pressure this time. I didn't know what was going to happen between the three of us from this point on but I wanted for her to enjoy this as much as I knew I was going to. I was thinking if she enjoyed it then maybe we would be doing this more often.

I started by lightly touching her legs and thighs. As I touched her I could see the goose bumps rise on her body. She trembled slightly at the touch of an unfamiliar hand. Her nipples were hard and her breathing was already rushed in anticipation of what was to come. I lightly moved my hands over her body including her breasts and nipples. One of the most erotic things on a woman's body is her nipples. I am completely enamored with nipples, how the nipple rises out of areola, how they grow hard and stick out, the softness of the surrounding breast, the feel of the nipple between my lips.

"You can suck them if you want"

Lisa had noticed how I was staring at her nipples and gave me the okay to suck them. I didn't need a second invitation. As I took the first one in my mouth it was obvious she had very sensitive nipples because she immediately began to moan and squirm. I snaked my arm underneath her to pull her closer to me. As I lifted her up I sucked harder on her nipples and she began to moan louder. I switched back and forth between both nipples for what seemed a short time when she told me I had to stop because I was making them too tender. She pushed my head down toward her pussy.

I now had a close-up look at her trimmed and shaved pussy. She was very wet from the attention I gave her breasts and her juices were already running down the crack of her ass. I put my hands underneath her ass and grabbed a cheek in each. This was better than any fantasy I had ever had about her. I lowered my mouth to her glistening pussy and tasted her wetness. I ran my tongue along the crack of pussy and gently took her fleshy labia into my mouth. I sucked the juices from her as she grabbed handfuls of sheets and softly moaned. It wasn't hard to find her engorged clit. It wasn't the largest clit I have ever seen but it definitely stuck out looking for

attention. I took the invitation it seemed to be giving me and began to gently lick and suck that beautiful little nub.

Lisa began to squirm and moan louder. I concentrated on her clit, licking back and forth faster and faster. She soon began to lift her hips to meet my tongue. It was hard for me to keep on target with her wild thrust so I essentially pinned her to the bed with my arms so I could make sure my tongue was able to bring her to orgasm. She continued trying to thrust her hips and moaned in excitement with a hint of frustration. When her orgasm finally came she let out a long low moan and then a few high pitched "ahs" and "yes's." When her orgasm subsided she pulled me up to her face and kissed me deeply. I am sure she could taste her juices all over my face as she kissed me.

"That was fantastic," she said "you seem to have a very talented tongue and mouth. Maybe we should keep you around."

"I wish you would." I said.

Todd had watched the whole thing and when I looked over at him I was nervous that he might not like the fact that I just went down on his girlfriend and then she passionately kissed me afterward. But when I looked over at him I could tell he enjoyed it because he was standing there with another full erection and was slowly stroking himself.

"Now don't you think he has earned that blowjob?" Todd asked Lisa.

"Mmmm, I think maybe he has."

She rolled over and kissed me again and then made her way down to my chest. She sucked my nipples and pinched them which sent tingles of my own throughout my body.

"If I am going to do this, you need a trim. I don't like hair down there. Todd, can you help him out."

"Sure, come on Alan. I'll let you borrow our trimmer."

Todd left me in the bathroom and I soon heard them in the bedroom obviously starting without me. I finished trimming and cleaned myself up. Returning to the bedroom I was just in time to watch Todd guide his cock into Lisa's pussy. When she saw me enter she motioned for me to join them. When I got on the bed, Lisa and Todd changed position from missionary to doggie without Todd withdrawing his cock from her. She motioned for me to move underneath her so she could suck me. I eagerly moved into position and without hesitation she took my cock into her mouth. Todd was thrusting into Lisa and each time he pushed in she moved forward and took more of my cock in her mouth.

Although it wasn't the best blow job I have ever had, the excitement of being in a threesome and a fantasy being fulfilled of being sucked off by my best friend's girlfriend quickly had me near orgasm. I told Lisa I was close to cumming and she stopped sucking just long enough to say "give it to me."

A short time later my cock began to spasm and she continued to suck and massage me. She managed to make her way up my body to kiss me as Todd continued to pound her pussy. As she kissed me it was apparent that Todd told the truth, she was not a swallower. As she kissed me she let my own cum slide into my mouth. She continued kissing me to make sure I couldn't spit out the cum. I knew what she was wanting, she wanted me to swallow my own cum. I didn't want to disappoint her so I swallowed. When she was satisfied that I swallowed it all she stopped our kiss. Raised her head up and looked me in the eyes.

"I think I just made a cock sucker and cum eater out of you."

Just as she finished her declaration I heard Todd moan and I could tell he was cumming again. He started deep stroking her and declaring how great her pussy felt and how he was pumping his load deep into her. Lisa was moaning as well and on a few of the deeper thrusts she squealed in pain.

When Todd was done he pulled out of her and fell onto his back. Lisa then straddled my face.

"Clean up my messy pussy, Alan. I know there are at least two things you are good at. Eating pussy and cum!"

I didn't care that Todd's cum was in her pussy. I wanted to eat her out whenever the chance presented itself. Besides, I had already tasted his cum earlier and it wasn't so bad. So I started licking and sucking to make sure I cleaned her out as well as possible. I also took the opportunity to lick and suck on her clit because I wanted her to cum again and I was pretty sure that Todd's pounding didn't give her an orgasm. But she had other ideas.