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The soft yellow glow of lampshades lulled Charlie to sleep in the late hours after the guests had gone home. His roommate, Kevin, clanged the last of the empty wine and beer bottles into the bin before retiring next to him on the couch. Kevin yawned drowsily when he noticed that his friend had dozed off. He sank into the plush cushions and gazed wearily at his girlfriend, who was still tidying up from his party in the kitchen alcove across the room. She looked beautiful in the twilight, and Kevin felt himself a lucky man.

There was still a certain strangeness in thinking of Kelly as his fiancée. Although tonight happened to be his birthday, the party was really a celebration of their recent engagement. Novel as it was, Kevin could not have been more pleased to promise himself to Kelly. Now in their mid-twenties, their relationship had been one of maturing together, and each discovered in the other only more to love. Tonight, as he watched Kelly reach to the top cupboard, he traced her splendid figure and smiled at how she still held such allure for him after all these years. Feeling amorous, he quietly waved for her to join him and leave the clean-up for tomorrow.

Cheerfully, Kelly dusted off her hands on her jeans before settling next to Kevin on the couch. She smiled at the sight of their friend snoozing at the other end. Tonight they had asked Charlie to be the best man at their wedding. He was Kevin's closest friend and had helped them, as a couple, through some difficult times. Kelly couldn't think of a better person to have by Kevin's side.

Taking care not to wake him, the two of them cuddled together and seemed resigned to drift off to slumber themselves. Using his strong chest as a pillow, Kelly hugged her body against him and purred as he stroked his fingers lovingly through her straight, brunette hair. After a time, however, she found herself not feeling sleepy at all. There was a fuzzy warmth between the two of them that was more than just the effects of wine.

There was something devilishly tempting about Kevin's eyes peering at her from beneath their tired lids. Feeling frisky, Kelly had a yen to toy with him a bit. She glanced at Charlie and, seeing that he was out for the count, turned connivingly back to her fiancé. Her lips curled into a diabolical smile.

"You know," she whispered with a studied pause, "you still have one birthday gift left."

He seemed puzzled, too tired to pick up on the thick suggestion in his girlfriend's tone, but he understood her meaning all too well once her hand slid down into his crotch! He gulped, hard. Kelly smirked at the reaction. She could already feel his erection growing inside his pants.

Taking his turn to make sure that Charlie was asleep, Kevin relaxed and smiled at his fiancée. Ever since the night he proposed, she had remained especially eager to please him, and he was dying to find out what birthday treats she had in store. Impatiently, Kevin gestured for the two of them to slip away to the bedroom.

For a moment, Kelly ignored the suggestion, finding a bit too much amusement in what she was stirring up beneath his zipper. There was time for just a bit more fun. Grinning, she wriggled both hands onto his lap and brazenly opened up his zipper!

The staccato shriek of the zipper seemed to echo through the room like a thunderclap. They both glanced warily at Charlie, who thankfully remained unperturbed. Kelly silently giggled, realizing that both their pulses were racing. She could tell that he was uneasy about having his friend so near, but this only made him a more delightful pawn. Before Kevin even had a chance to decipher the glint of mischief in her eyes, he felt her cold fingertips rummaging inside his pants.

Their eyes met once again: hers smug, his wincing with sudden delight. As her soft hand found its grip around his hardening tool, Kevin couldn't seem to remember why he was so uneasy. He was able to borrow a little bit of his girlfriend's confidence while she gently massaged away his fears.

But the reprieve did not last long. Deciding that she liked it better when Kevin was a little unnerved, Kelly wanted to take back the upper hand. So, with a gentle tug she pulled his bashful cock right out through the fly!

Kelly's face flashed hot at the sight of her own mischief. Anything but bashful, her boyfriend's cock was flush with a proud pink, which she had now brought menacingly into the light. Yet Kevin's reaction made her giddy. Excited and terrified at the same time, he was utterly at her mercy. Kelly grinned with power. Tightening her grip, she tauntingly began to rub his pole.

Kevin reeled. The rush of sensation was all the more intense because of his vulnerability, and Kelly was taking full advantage of his heightened state. His jaw clenched as he struggled not to grunt with pleasure. He had barely enough of his wits about him to glance once more at his sleeping roommate. Still slowly jerking him off, Kelly could see that he was now even more anxious to escape to the bedroom. Her answer came only in the form of an impudent smirk.

"Happy birthday," she cooed, nuzzling against his ear.

With that taunt, she gingerly slid her body to the floor between Kevin's knees. His cock, now massively erect, stood at attention in front of her grinning face. There was no doubt in Kevin's mind that she was having a laugh at his expense, but the joke had already gone farther than he had ever imagined she would take it. Kelly mocked his bewilderment, wetting her glossy pink lips, but before Kevin could even chuckle, he felt their wetness press against his swollen cock!

Kevin clamped his fingers around the sides of his thighs, struggling not to make a sound. His heart raced with a mixture of exhilaration and terror. The mocking smile remained in Kelly's eyes even as her lips became busy at their task. She kissed his tip softly, the way one rouses a lover from sleep. Yet soon enough, her tongue impatiently edged its way into the kiss. Raising her soft, brown eyes, she watched his body quiver at her tongue's warm intrusions.

They were both becoming brazen toward the threat of being caught. As Kelly summoned him further into her mouth's embrace, Kevin found it easy to convince himself that such divine pleasure must be under the protection of fate. By each gradual inch, she let the blunt end of his tool slide toward her throat, and for as long these plunges continued, Kevin could only measure time in inches.

The spell broke at last only when Kelly pulled away. She grinned fiercely at him, knowing full well that she had made him tingle from head to toe. His soaking wet dick glistened in the lamplight, and its reflection glowed orange in Kelly's eyes. An obsession at once gripped her, and she began to paint his erection compulsively with her tongue.

As she licked, Kelly glanced over to make sure that Charlie hadn't stirred. Thankfully he was oblivious. She noticed that Kevin had glanced as well, and the two of them shared a conspiratorial smirk. They both found a certain perverse humor in how much they had been able to sneak past their friend's attention. Poking fun, Kelly looked wild-eyed in Charlie's direction and began to burlesque her long licks, as if to taunt him with what he couldn't see. Both she and Kevin tried to restrain their laughter. What a spectacle of the ridiculous! Yet there was a sense of sublime power in being able to flaunt their debauchery undetected.

What surprised Kelly even more was the peculiar sensation, when looking at Charlie, that she was putting his pecker up against her tongue! The thought was funny to her at first, but the more she let her imagination flirt with the idea, it began to give her a disconcerting thrill. As she sunk her mouth back into the blow job, she found herself so convinced that she was blowing Charlie, that she even felt uncomfortable with Kevin watching!

Kelly privately laughed at herself and shook her mind out of the illusion. She settled her eyes back on Kevin, and recognized the familiar flesh between her lips. Suctioning her mouth lovingly around it, she began to bob her head in a gentle rhythm.

Kevin watched his girlfriend with sheer amazement. She always gave fantastic head, but the look in her eyes tonight recalled a time when their enthusiasm for pleasuring one another was still fresh and new. Sex had once again become something risky, something that made the nervous energy churn inside them both. In the bedroom down the hall, Kelly would have given him a pleasant birthday blow job, a generous but frugal gift from the well-stocked warehouse of comfort and routine. But here, the risk brought out the gambler in her: she gleefully wagered everything she had, even if it could mean blowing it all.

The pressure building within her hot mouth let Kelly know that it would not be long before her wager paid off. Kevin's expression was growing increasingly tortured, and his knuckles were turning white from the struggle. Not inclined to postpone the inevitable, Kelly tucked back the loose strands of her hair and pressed on with a faster rhythm. Though she held Kevin in her sights, the need to keep watch on Charlie inevitably brought back flashes of the strange illusion that she was sucking him off. Once she noticed that Kevin had shut his eyes, she was less inhibited about indulging the thought when it crept into her mind.

But there was little time to focus on Charlie. Kevin was teetering on the brink, and she wanted nothing more than to push him over the edge. With Kevin doing all he could to stifle his groans, it was clear that the moment was growing perilously close. Though there was barely enough time to glance away, Kelly checked one last time...

But this time, Charlie was awake.

Terrified at the sight of one another, they both froze in a wide-eyed stare. Charlie was just barely coming to his senses when he realized what had stirred him from his sleep! The appearance of his roommate's giant cock was so jarringly explicit that he knew it couldn't be a dream, and yet the sultry sight of it being devoured in Kelly's mouth was more erotic than anything he could have imagined.

Kelly's whole body tingled with panic. The tension that she felt still mounting within her lips, as it begged her for relief, only heightened her embarrassment. She was trapped in Charlie's dumbfounded gaze and searched desperately for a way to escape humiliation.

It was then that she glimpsed a devilish possibility. There was no undoing Charlie's intrusion... except to offer an invitation. To her own astonishment as much as to his, she went on sucking her boyfriend's cock!

She could not believe what she was doing, but Charlie's reaction brought her sudden delight. They both realized that Kevin had remained blissfully unaware that anything had changed. Yet for Kelly, the thrill was brand new: the idea of Charlie watching her give a blow job was no longer a mere fantasy, and the reality was unbelievably erotic. Continuing to work her boyfriend with her mouth, she kept her eyes fervently upon Charlie. His lust burnt urgently into her skin. The tingle that had ridden her with panic now turned to one of sheer arousal.

Kelly's mouth watered with excitement, bathing Kevin's seething member as it plunged repeatedly into her hot spit. She could feel the tension cranking up almost mechanically with each bob of her head. As Charlie watched, he could scarcely breathe but for the silent gasp that assailed him as Kevin's hips began to buck! Not realizing that the point was moot, Kevin struggled not to roar aloud as his semen exploded inside Kelly's mouth.

The look in Kelly's eyes set Charlie ablaze as he saw the cock spasm within her lips. Never had he witnessed anything so erotic as the almost smug glint in her expression as she made her boyfriend come. What she was letting Charlie see was at once terrifying and exhilarating to them both. Swallowing the first gush, she was acutely aware of the way Charlie gawked at the contractions of her throat. His prying eyes felt so salacious yet at the same time so adoring. For the first time Kelly broke a wry smile at Charlie. Pulling back to lick the head of the Kevin's cock, she gave her accomplice an even more intimate peek.

Coyly, she showed him her tongue while it became drenched with Kevin's orgasm. Charlie's own erection surged at the sight. Kelly tempted him with her eyes and used her sticky tongue to tease out the last throes of the climax. The spectacle was the ultimate of raunchy pleasures for them both. Bringing her boyfriend's orgasm to a gentle close, she massaged the warm come into his tip and then softly sucked it off. Charlie was utterly mesmerized.

In these brief moments, Kelly and Charlie had become so playful with one another that they began to take Kevin's oblivion for granted. They were both startled when Kevin began to come back to his senses. Instinctively, Charlie clamped his eyes shut and pretended to be asleep.

It must have worked because the first thing Kevin did upon opening his eyes was to check a relieved glance at his roommate. Kelly's heart raced. Surely she had to tell him! Yet she recoiled at the embarrassment that they would all have to face. "I will tell him," Kelly thought, "...after I bring him down..." Buying some time, she let her eyes grin at Kevin as she gently sucked away.

"Let's go to the bedroom," Kevin whispered after a moment's chance to calm.

Kelly paused, letting his contented erection slip away from her lips. She glanced at Charlie, who was still convincingly faking sleep, and she knew that there was something she needed to say. "I will tell him," Kelly thought, "...as soon as we get to the bedroom."

Smiling agreeably at her fiancé, Kelly wiped off his erection with her hand and helped him to his feet. Kevin, still tingling with gratitude, seized Kelly and pulled her against his body. His soft, affectionate kisses made her feel content, and the way his hands groped at her sent no uncertain message that he was itching to give her a gift in return. The two of them stumbled anxiously toward the bedroom, beginning to pry off each other's clothes along the way.

"I can't believe he didn't wake up!" Charlie overheard Kevin whispering as he and Kelly reached their bedroom door.

Kelly didn't say a word.

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That night Kevin devoured his girlfriend until her pussy couldn't stand it any longer. Begging him to fuck her, Kelly rolled onto her knees and urged him to take her from behind. Kevin willingly indulged her with the hardness of his cock. He watched her firm, gorgeous ass shake as his hips plowed against it and obeyed her persistent cries for more until he was practically pounding like a jackhammer. Finally, after seeing Kelly's tanned body ripple with a second orgasm, his own climax came out of sheer exhaustion.

On the other side of the wall, Charlie sat in his bedroom listening to the raucous. He usually tried to tune them out, but tonight his imagination yearned for another glimpse at Kevin and Kelly at their most intimate. Obscenely burned into his brain was the image of his roommate's swollen dick, the impressive size of which was not only startling but even titillating after having seen it wrapped in Kelly's mouth. Charlie, of course, had always found Kelly attractive and was never above eyeing her when she visited the apartment. But her attachment to one of his best friends had kept her from becoming an object of fantasy... until tonight.

Listening to Kelly's fevered cries, Charlie was helpless against the images that flooded into his mind. His imagination strained to envision what it would be to see her gorgeous body exposed, how her skin would drip with the unbearable pleasure of Kevin's penetrations, and what secret memories of the night seeped into her mind each time a moan passed through her precious lips. Longing to be a part the intimacy between Kevin and Kelly's once more, Charlie took out his erection and stroked it to the rhythm of their voices. It was first of many times that Charlie remembered the look he had seen in Kelly's eyes when he finally made himself come.

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Charlie didn't see much of Kelly over the following week. With a sort of willful ignorance they pretended between themselves that nothing had happened. The real awkwardness for both of them was in relation to Kevin. Kelly knew that she still had to tell him what had happened, but the longer she waited, the guiltier her secret became. All the while, Charlie lived a nervous existence, having constantly to wonder how much his roommate knew.

It also happened to be the week that Kelly was supposed to begin moving into their apartment. Charlie had recently gotten a new job across the country, and the timing with the engagement made it a perfect opportunity for Kevin and Kelly to take over the lease. As awkward as things had now become, Charlie was beginning to feel relieved rather than regretful about having to part from his long time friend. It was no surprise, however, that Kelly was a little less than eager to start moving in while Charlie was around.

That Thursday, Kelly finally brought over some of her boxes and spent the night with Kevin. Charlie considerately kept to himself that night, although he held out a secret hope to hear the sounds of sex through his bedroom walls. His hopes were disappointed.

The next morning, however, Kevin and Kelly were feeling a bit friskier. As Charlie made coffee in the kitchen, he could hear the two of them giggling in the shower. Finding himself fantasizing once again, he pictured their two sudsy bodies steaming up the shower, Kelly's firm hand working up a frothy lather on her boyfriend's hardened cock until his semen sprayed up against the misty shower door...

The shower turned off, shattering Charlie's hope that his fantasy was true. Yet he was no longer in need of coffee to perk him up. He tried to disguise the bulge in his pants when he heard the door to the bathroom open. It wouldn't be easy.

"Good morning," Kelly chirped cheerfully as she walked into the kitchen in her towel.

"Erm, good morning," Charlie replied, trying to keep his cool. He had seen Kelly so many times after a shower, and the way she wrapped herself in a towel had once even looked demure. Yet today she appeared to him anything but innocent.

Still, Charlie was happy to see that her usual carefree attitude was beginning to return. Rummaging her fingers through her stringy, wet hair, she smiled at Charlie as she noticed him watching. It was the only moment they had been alone together since the night it happened, and for the first time they saw a glint of recognition in each other's eyes. Though neither said a word, there was a shared sense of relief that there didn't have to be any shame between them. In the long glance the two of them exchanged, something caught Kelly's eye. Perhaps feeling a bit too shameless, she peered down at Charlie's pants and noticed that he was aroused! Charlie blushed, but he was tickled by the charmed smirk upon Kelly's face. It was a look that she promptly wiped away as Kevin walked into the room.

"What's up?" Kevin asked, sensing that there was something going on.

"Uh, nothing," Charlie too quickly retorted. "Want some coffee?"

"Yeah sure. Do you know if we have any eggs? ..."

Charlie was relieved that the conversation had turned mundane because he needed to get his mind off of sex. He tried his best not to notice how precariously Kelly's towel held onto her body as she fumbled through the cabinets for some food. Yet even the sight of Kevin's waist, tied in a towel, stirred up memories of how he had felt when he had first seen his roommate exposed. It disturbed Charlie, who had never felt the least attraction to men, to recognize that even his friend had in a way become an object of fantasy since that night.

"Ack!"

The sound shocked Charlie out of his thoughts, and he realized that Kevin had spilled hot coffee on himself. He was hopping in pain, but as soon as the shock wore off, Kevin started to chuckle at himself.

"Damn that hurt!" he howled.

"Right on your bare skin, too!" Kelly added in sympathy. She wiped off his chest with her hands and gently breathed on him to cool it off.

The sight had the opposite effect on Charlie, and it didn't escape Kelly's notice that he uncomfortably averted his eyes and sat down at the table. Ignoring his reaction for a moment, she continued tending to her boyfriend, patting away the coffee that had dripped onto his abs. Although her intentions were innocent, there was a certain suggestive look in Kevin's eyes as she touched his skin. He had been flirting with her all morning, perhaps wondering why she had been so distant since his birthday, and now part of her wanted to drag him off to the bedroom and give in to his advances. Returning a suggestive look of her own, she swirled her fingertips around his torso and wiped the last of the coffee from around his waistline.

"I should spill coffee on myself more often," Kevin quipped, hoping to keep Kelly's mood light.

Kelly was feeling playful, too, but she was painfully aware of the awkwardness with Charlie. In what she intended as a hint to sneak away, Kelly snuggled up against her boyfriend and placed a single kiss upon his chest. He didn't take the hint, but he liked that his fiancée was coming on to him. It was not unusual for the two of them to be affectionate and even flirty around Charlie, and Kevin took his usual tack of making an off-color joke to break the tension.

"I'm gonna need to go back for a cold shower before Charlie has to watch me get a boner." He expected someone to snicker or at least roll their eyes, but he was not prepared for a guilty silence.

Kelly's heart raced. It was just an off-handed comment, but she realized that it might her only chance to make light of the secret she had been keeping from Kevin.

"How do you know he hasn't seen it already?" she smirked. She glanced at Charlie to see his reaction, but she knew already that he was just as terrified as she was.

Kevin simply chuckled at the idea. But a certain momentum was pressing Kelly along. Smirking more playfully, she dropped her hands and tried to grope him through his towel.

"What's so funny about that?" she cooed, realizing that she had her boyfriend on his heels.

Kevin chuckled again. He recognized that this was a game of chicken. Despite some mild embarrassment, he wasn't ready to cry uncle just yet.

"You're right," he teased with a certain bravado. "What I'm packing is no laughing matter. But what would make you think Charlie's ever had a look at it?"

"Because I saw him." As frightening as it was to say, it was almost easier to say with Charlie there, in part because the way he looked at them was turning her on. Kelly nudged her boyfriend back against the table where Charlie was sitting. Looking down at their best man, she couldn't help but feel guilty for putting him on the spot. Yet she knew it had to be done.

"Oh yeah, when was that?" Kevin jested, though part of him was beginning to wonder if this was really a joke. Kelly's retort came almost smugly.

"Remember the other night?"

Kevin had the sinking feeling that he had just heard the punch-line. He looked at Charlie, whose evasive reaction confirmed everything. Yet what was boggling was the almost rabid excitement in his girlfriend's eyes. Kelly nudged him back further so that he was sitting on the edge of the table. She leaned over him and began to speak in the kind of measured tones that one uses to deliver confusing news.

"It's true. Charlie saw it all." It made Kelly hot just to say the words, and she went on groping her boyfriend's crotch as she spoke. Kevin and Charlie were too embarrassed to look at one another, yet the twinkle in Kelly's eyes was oddly reassuring to them both.

"But I don't seem to remember anyone complaining," she smirked, "while I was sucking... on... your... cock..."

As Kelly seductively stressed the last few syllables, she pulled open Kevin's towel and dropped her mouth around his knob!

Kevin leapt in his skin when he felt the towel come off, but before he knew what hit him, his girlfriend's soft sucking placated any opposition he might have put up. He could not believe that she was doing this with Charlie right next to them! It had not yet settled into his addled brain that this was not the first time. Despite his discomfort and confusion—indeed, because of it—he instinctively went along with what he knew for sure: he loved being inside Kelly's mouth.

Charlie simply gawked. Kelly eyed his reactions as she felt her boyfriend's semi-flaccid cock quickly growing hard inside her mouth. She could tell that just watching her was giving Charlie the same reaction. It did not take long before her lips were flush with a full erection. She pulled back and grinned at the outlandish scene she had created.

"Anyone want to stop?" she teased, knowing the answer already.

For the first time, Kevin and Charlie glanced furtively at one another. As embarrassed as they were, neither could hide his sheer exhilaration. What excited Kevin most of all was seeing how much Kelly seemed to enjoy having Charlie watch. Eager for Kevin's 'okay', she grabbed hold of his hard-on and sucked imploringly on the tip.

"Urgh," Kevin grunted. "Oh, how do you feel so good?!" The simple sign of encouragement was all that Kelly needed, and Kevin could see the smile in her eyes as she started bobbing steadily around his shaft.

For all his fantasies about watching Kelly and Kevin together, Charlie was unprepared for how lurid it would feel to be a witting participant in the act. On the table just inches in front of him, the sun poured over the naked body of his friend as he got a blow job from his fiancée. Making the thrill even stranger and more wonderful was the way that both of them kept throwing him glances to be sure that his eyes were glued to the sight.

With his erection surging from the attention, it did not take Kevin long to appreciate the appeal of being a spectacle. It was a clue to what must have gone through Kelly's mind when she was caught the other night. By letting Charlie enter vicariously into their bodies, all of their senses were piqued. It even heightened the visual delight that Kevin took in seeing Kelly's mouth engulf him, deeper with each plunge, and his body positively prickled from the feel of it. His cock swelled as she covered it with her warm spit, and though he felt an uneasiness about letting someone spy upon his girlfriend in this act, the plain eroticism of it overwhelmed his doubts.

As Kelly glopped hungrily on his dick, Kevin tucked back the wet strings of hair that had begun to obscure her face from view. It was a simple gesture, but it made Charlie shudder. Not only was Kevin getting off, but he wanted Charlie to get off, too. The message was not lost on Kelly either, and for the first time she and Kevin exchanged knowing grins. No longer merely indulging one another, they were really having fun!

The grin on Kelly's face turned devilish as she popped Kevin's cock out of her mouth. She realized that Charlie had become a sort of plaything for them. Locking her gaze on Charlie, she let her eyes flirt with him while her tongue began to take long, delectable licks up Kevin's shaft. Charlie had to bite his lip to keep himself from groaning at the sight. As he watched his friend's cock twinge from the slithers of Kelly's tongue, a faint semblance of the sensation tingled inside his pants. Kelly could tell that the effect she was having on him was torture, and yet as his eyes begged her for more, she was once again taken in by the feeling that the cock she was licking was Charlie's. This time she was not abashed to let Charlie—and Kevin—enter into the illusion with her.

In fact, Kevin was aroused by the way his girlfriend toyed with Charlie, quite apart from the pleasure of being her prop. Not content until she had thoroughly coated his whole erection with a wet sheen, Kelly methodically licked away to the point where neither Kevin nor Charlie could take it anymore. She finally stopped and, coyly mocking Charlie, held her boyfriend's privileged penis up against her cheek. With an almost maniacal giggle, she rubbed it around her face, chin and lips. The craven look in Charlie's eyes was making her giddy, and she watched to see him react as she dropped down to give the same tongue treatment to her boyfriend's balls!

This time Charlie couldn't stifle his groan, and Kelly was delighted by the sound of both men muttering with pleasure as she worked. Indulgently she lapped Kevin's delicate jewels while pinning his hard-on up against his navel. Never taking her eyes away from Charlie, she gently pulled each one into her mouth and sucked it with a soft caress. From the fire in Charlie's eyes, she could tell that the come was boiling in his balls as much as it was in Kevin's. Wanting to tease him some more, she let the erection fall against her forehead and sweetly munched her lips all the way back to the top.

A lustful fever was burning through Kelly's body. She could feel how much it turned Kevin on to watch her tantalize his friend, and this excited her beyond belief. She returned her eyes to her boyfriend and put her mouth around his tool. There was a certain cockiness in her expression. How he would never be able to doubt her flighty instincts again!

Amused with herself, Kelly let her lips slowly sink down until Kevin was in her throat. The deep plunge made him huff and puff, and she held him there until the anguish was almost too much. By the time she let it wriggle free, Charlie was squirming in his seat. Smug as ever, Kelly kept her mouth squeezed around the shaft and started bobbing like a buoy.

Every detail of Kelly was sensuous to Charlie. His eyes wandered from the lusciousness of her lips down over the contours of her skin. With the white bath towel tied around her chest, her shoulders and arms, lightly tanned, remained bare and taut from the grip she held around the base of Kevin's shaft. Bare also from mid-thigh down, her legs were sleek and firm, poised in a half-crouch above the cold tiles of the kitchen floor.

Kevin noticed Charlie peering at his girlfriend's figure. It gave him a lurid impulse. Remembering the rush he had felt when Kelly had pulled open his towel, he found himself reaching down and pulling hers un-tucked!

Kelly recoiled as she felt the towel go slack, catching it before it fell. The panic was instinctive, but she almost immediately began to giggle at her own reaction: just what modesty was she trying to defend?!

"Ah! You!" she exclaimed at her boyfriend, amused at what he had tried to do.

He shrugged his shoulders with a wry grin.

Kelly raised her eyebrows. So this was the game he wanted to play... Without another word, she rose to her feet and, facing both him and Charlie, let the towel drop to the floor.

The sight of Kelly's naked body knocked Charlie back in his chair. She was every bit as gorgeous as he had imagined. Taut and slender, her curves blended into smooth, muscular lines along her slim tummy and legs without depriving her softer parts of any of their plumpness. Despite her confident, even cheeky, stance, Charlie could tell that it made her tingle to show him everything.

It was true that Kelly was acutely aware of her own nakedness, but it only made her carnal urges stronger. Standing now, she reached down and seized hold of Kevin's thick pole. She smirked at Charlie as she began to tug. As she gradually picked up her pace, her body took on a slight bounce, and she had to chuckle at how Charlie—while gawking at the hand job—was constantly distracted by her tits. An idea came to Kelly that made her smile. She bent down so that her breasts dangled over Kevin's lap, and she wedged his cock between them. Flirting with Charlie as she cupped a hand around each breast, she squeezed them together and used them to get Kevin off!

Charlie gulped. The sight of Kevin's tool poking through her cleavage was so utterly raunchy that Charlie felt like he might spontaneously splooge in his pants. Kelly's breasts, though modest, had a ripe juiciness to them. They must have felt spectacular to fuck, and Charlie envied his friend's position more than ever.

In fact, it felt so good that Kevin was beginning to buckle. Groaning with telltale anguish, he gave his girlfriend an urgent, helpless look. Kelly simply grinned. She pulled back and started working a corkscrew motion with her hand. Grumbled at the magnificent feeling of her grip, Kevin assuring both her and Charlie that there was soon to be no turning back. But Kelly had no plans to turn back. She grinned at her boyfriend, squeezed tightly, and started jerking faster.

"Oh fuck..." Kevin gasped.

Kelly glanced at Charlie just long enough to see his eyes grow wide with anticipation. It made her heart race even faster, and from that moment on she kept her wild eyes on Kevin as she frantically jerked him off.

"Oh... oh fuh..."

Her eyes blazed as she watched her boyfriend's face contort with agony. He saw her eagerness, and it sealed his fate.

"Arghhhh!!"

Kevin roared as Kelly's feverish hand job pushed him over the edge, releasing a massive blast of semen against his chest. The climax was so powerful that the sight of it made Kelly and Charlie tremble in awe. Choking out the next big spurt, Kelly reveled at the sound of her boyfriend's grunt as the hot come shot out onto his skin. Her hand hurried to bring him total relief, and she could only imagine how much Charlie was yearning for the same. To watch was scintillating torture for him.

As Kelly strangled the orgasm into fatigue, the remaining semen pulsed down her knuckles. The whole scene was a sticky mess, sprawling in front of Charlie's eyes. Kevin finally collapsed back onto his elbows and marveled at Kelly as she calmed him with a slow massage. In the sight of himself together with his fiancée, both naked and covered in come, there was a strange beauty that he now felt even glad to be sharing with someone else. Apparently, Kelly had taught him the joy of letting their friend's lusts merge with their own.

Satisfied with herself, Kelly cast an almost righteous smirk at both of her admirers. She unwrapped her sticky fingers and playfully tickled Kevin's cock. Then, without so much as a word, she stood up and sauntered out of the room, sighing whimsically.

Covered in the aftermath of his orgasm, Kevin was left sitting in front of his roommate, and the two of them quickly began to feel a little awkward. Although he was still a little woozy, Kevin gathered up his towel and looked to Charlie as if he was going to speak. Neither was quite sure what to say. Instead, Kevin simply stumbled away in the direction that Kelly had left.

Charlie was at a loss for what to think. His body still tingled from everything he had seen. Feeling like he had to flee as well, he hurried out of the kitchen and closed himself behind his bedroom door. He was short of breath, and the room seemed to spin. Only one impulse was free from confusion: he quickly tore open his pants and grabbed his throbbing dick. The climax that had been waiting to happen all morning ripped through his body almost instantly. Ejaculating indiscriminately across his bedroom, Charlie was not in a state to care about the mess. In his mind, the hot juice was splashing gloriously onto Kelly's tits.

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By the time Charlie had finished cleaning up that morning, he emerged from his room to find that Kevin and Kelly had already left for work. He, too, hurried off late for work, thinking it was just as well that they had avoided each other for now. In fact, he didn't see either Kelly or Kevin for the entire weekend.

Obviously the couple had some things to sort out for themselves. They stayed at Kelly's apartment well into the next week, and while Charlie understood why they needed their space, it began to worry him that he hadn't seen or heard from his friend. Finally, on Tuesday night, Kevin returned to the apartment after work.

"Hey man," he said as he came through the door. His tone was already apologetic, as he could see the worry in Charlie's expression.

"Hey..."

He could see that Charlie was at a loss for what to say, so he tackled the subject right away.

"I'm sorry that I haven't been home in a while. We had... well, we had some stuff to talk about..."

Charlie nodded.

"I hope... I hope what happened didn't... I hope it didn't freak you out," Kevin stuttered, averting his eyes as he spoke.

"No, I..." Charlie didn't know quite how to respond. It had been the most fantastic experience of his life, and yet how could he admit that to his friend?

"We can get a little carried away. It's just been such an exciting time recently..."

"No really," Charlie interrupted. "You don't have to apologize. I mean, it didn't bother me."

Kevin's pulse began to race. He already knew, from the look in Charlie's eyes last Friday, that it hadn't bothered him at all. The trouble was in admitting it to one another.

"Yeah, I wasn't complaining either," Kevin joked, trying to add some levity to what they were admitting. It was a relief for both of them to chuckle. "And, well, Kelly was okay with everything, too."

Charlie gulped at the mention of her name. He completely respected that Kelly was special to his friend, and the last thing had wanted was to jeopardize anything for them. Yet he could not avoid the erotic thoughts he had been having.

Though at a loss for how to respond, Charlie hoped that his friend could read in his eyes that his intentions were benign. They nodded at each other, as if they had come to terms, though neither really knew what the conversation had implied. Seeing that there was little more that they could say for now, Kevin changed the subject.

"I was hoping that Kelly could move in most of her stuff this weekend. Do you think you'd be able to help?"

"Oh yeah, no problem. I'll be packing up my stuff, too. I have to ship it out on Monday."

"Thanks. Kelly and I will come with you to the airport when you fly out, too."

Charlie smiled. It was bittersweet to be moving away from his friend, but he was glad that they were at least parting on good terms.

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Saturday morning, Kevin picked up the moving van and brought the first load of Kelly's belongings to the apartment. When Kelly and Charlie first saw one another, they strained to pretend that nothing had changed. For most of the day it worked, as the three of them worked busily to bring a couple truckloads of stuff into the second story walk-up.

But it was difficult for Charlie not to eventually take notice of Kelly. She was dressed innocently enough, but the way she looked in her little gray sweat-shorts and crimson tank-top was hard to ignore. Charlie found himself checking her out when she would bend over to set down some boxes, but he didn't think anything of it until Kevin caught him looking.

Abashed, Charlie squirmed with the guilty feeling that his friend was able to read his thoughts. But Kevin seemed amused rather than perturbed. The way that Charlie looked at her reminded him of just how lucky he was to be engaged to such a sexy woman. He simply smirked at Charlie and went back to work.

By the end of the day, they had moved all but a few last-minute items into the apartment, so they decided to call it quits and order some pizza. The living room was fully of boxes, but they cleared a space around the coffee table where they could crack open some beers and have a well-earned bite to eat. It felt great to unwind after a long day of labor, and the three of them reminisced and laughed all through the meal. It was a great send-off for Charlie.

"We're gonna miss ya, Charlie," Kelly sighed as she got up to stretch. As she reached up, Charlie caught a glimpse of her navel but tried to distract himself from looking.

"Yep, you guys are definitely going to have to come out and visit me when I get settled," he replied.

Kevin, who was sitting on a box of books across from the couch, hadn't failed to notice that Charlie's eyes had wandered, and he gave his friend the same sly smirk as earlier. When Kevin pulled his girlfriend onto his lap, Charlie couldn't help but think that he was trying to shield her from his prying eyes. Yet Kevin continued to shoot the breeze without the least hint of a grudge.

"You'll have to give us a tour of your new city," he suggested. "I hear they're supposed to have some great food out there..."

The conversation was mundane enough, but Charlie was becoming a little distracted by the way Kevin was petting Kelly as he talked. He couldn't seem to remember if they had normally showed this kind of affection—perhaps he was just overly sensitive to it now. But as the conversation went on, he became more certain that there was something suggestive in the way that Kevin moved his hands over her belly and even let her shirt, again, ride up above her navel. It was clear that all three of them were becoming a little hot and bothered, and this time it was Kevin who broke through the tension.

"So Charlie," he finally interjected, as if to change the subject. "What is it around here that you're going to miss the most?"

Before he could think of an answer, Charlie realized that the question was not only rhetorical, it was a taunt. Just as soon as Kevin had asked, he subtly tucked his fingers into the band of Kelly's sweat-shorts. She perked up, realizing along with Charlie that Kevin had been toying with them both. The encroaching of his fingertips gave her a tingle that she didn't want to resist. Leaning back against her boyfriend, she looked at Charlie and let loose a quiet squeal.

"I think I know what we're going to miss..." Kevin said. He was bold tonight. He slipped his hand further into her shorts until he could begin to feel the warmth of her crotch.

Kelly gasped but instinctively spread into a wider straddle upon his lap. She loved the way that Charlie stared at them, not quite sure that he was allowed to look and yet completely absorbed. Tonight, at least his shock left him with some of his wits.

"You guys kill me," he muttered with a baffled grin. For the first time, all three of them were aware of what they were getting into.

Kelly giggled. "Well that's the fun of it, huh?" she toyed, following immediately with a moan as Kevin rubbed his fingers down between her legs.

As things progressed, Kevin wriggled into Kelly's underwear and gently burrowed to her clit. Charlie could tell by her contortions that Kevin had reached the prime spot, even though he could see only obscure motions though her shorts. Her body arched back as Kevin tickled the spot, and she finally had to groan for a reprieve. He obeyed, tucking his middle finger into her pussy.

"Mmmmm," Kelly hummed in a high tone.

She undulated against Kevin as he fingered her, and the friction on his lap was getting him good and hard. Eagerly, he worked her wet pussy, feeling how much it turned her on to have Charlie watching her squirm. She was so aroused that Kevin was surprised to hear her already beginning to approach a climax.

"Unnnhhh...ohh... unnhh..."

Charlie leaned forward, as if the tension in her body was pulling him closer. He could see the motion in her shorts picking up to a frantic pace. He gawked, staggered by the idea that she was on the verge of coming right before his eyes.

"Ohh... annhh!"

Kelly's body involuntarily arched out, thrusting her hips in Charlie's direction. Kevin had to grab hold of her in order to keep his finger moving. With his other arm wrapped around her waist, he grasped her crimson tank-top and feverishly pulled it up so that her belly was exposed. Tightly, he held onto her as she bucked, and he resolved to make his finger push her over the edge.

Kelly's eyes snapped shut, and she let out a ferocious cry as her pussy began to gush.

"Annnggghhhh!! Ah! Ah... ahh... ahhhh!!!"

Charlie's mouth went dry as he watched her bare midriff ripple with spasms of relief. He could tell that Kevin was looking right at him, but his own eyes were glued to Kelly's rancorous flesh. Her hips squirmed about, trying to escape the unbearable pleasure that Kevin's finger was bringing, but he held firm until the last pang splintered through her nerves. At last, she collapsed upon his lap.

Spent, Kelly's body prickled everywhere. She could feel both Kevin and Charlie looking at her, but it took her a while to come to her senses. With her eyes closed, she rested against her boyfriend's body, simply savoring the soft feeling of his finger massaging her clit. Gradually her senses awoke. She could feel that her shirt was hiked up and that Kevin's hand was squeezed over one of her breasts. Lying there, a wry smile crept over her face as she imagined what it was like for Charlie to see her in this state. With a deep, satisfied breath, she opened her eyes to see him.

"Mmm," she sighed, grinning at his spellbound expression.

Charlie shook his head with an astonished smile.

"Un-be-lievable..." he stammered.

Both Kelly and Kevin smiled back.

"Um, yeah!" Kelly giggled. With another whimsical sigh, she added, "I just don't know what it is that comes over me in this apartment!"

Kevin and Charlie chuckled. Fixing up her disheveled hair, Kelly clumsily got to her feet and smirked at the two of them. The look in her eyes was by now all too familiar.

"So, what do you think we should do now?" she asked Charlie coquettishly as she stepped up to parade her bare midsection in front of his face. His overawed expression was the only answer she allowed him to give before nudging him to settle back into the cushions of the couch.

"Why don't you guys just relax?" she purred as she turned to face Kevin, who was still sitting on the box across from the couch. Bending down to untie her sneakers, she indulged Charlie with a view that she knew he had been sneaking all day and then kicked off her shoes and socks.

She exchanged smiles with Kevin as she stood up, knowing that they were about to put the long conversation they had last weekend to the test. Tonight, Kelly was ready to have some fun. She glanced over her shoulder at Charlie and flirted with him as she lifted the remainder of her shirt over her head.

Charlie stopped breathing as she cast the crimson top down to the floor and stood with only the black, silky straps of her bra across her shoulders. The lamplight picked up the amber glow of her slim, sexy back and cast soft shadows along her ribs as she gently stroked her own skin. Although she was facing her boyfriend, her moves were calculated to mess with Charlie.

She stepped forward so that her bosom was level with Kevin's face, and he welcomingly put his hands upon her hips. Though Charlie was becoming more accustomed to the role of onlooker, it never ceased to quicken his pulse when he saw the two of them touch, and this was something to which Kevin was very well attuned. Playing with his friend, Kevin smoothed his hands across the back of Kelly's shorts and gave her cheeks a firm squeeze. Then, with an almost devilish look in his eyes, he tucked his fingers into her waist and peeled the shorts down to the floor.

The two of them took pleasure in Charlie's reaction as he saw the tiny, short-cut panties that showed a good bit of Kelly's buttocks. Kevin continued to taunt, placing his hands right back on Kelly's ass and pressing his fingertips over the black, silky briefs. Kelly grinned at Charlie as her boyfriend groped her. Not to be outdone at this game, she reached back and unfastened her bra. Charlie gulped as he watched the straps go slack and slide from Kelly's shoulders. Her lovely back was now completely bare, and it made Charlie shiver to see her layers provocatively dropping away.

Kelly grinned down at Kevin and let her tits brush against his face. Perhaps, she mused, her boyfriend would also enjoy being teased. Raising her eyebrows suggestively, she backed away until she bumped into Charlie's knees. She was pleased to see nothing but rabid curiosity in her boyfriend's eyes. Giddy, she spun around to face Charlie with her breasts gloriously displayed.

Charlie was agog. Her soft peaks sloped toward him, plumped beneath by perfect hemispheres that swelled out from her chest. Appearing even more gorgeous in the warm glow of the lamp, Kelly let Charlie's eyes devour her topless figure, knowing that it was playing havoc with her boyfriend's lust. She bent over Charlie, placing her hands on the cushion behind his head so that her breasts swayed in front of his face. Kevin gawked at her from behind and once again found a strange delight in seeing her tempt his friend.

"How does it feel to be the best man?" Kevin jested. Maybe there was something perverse in mentioning their wedding at a time like this, but given the intimacy that they were sharing with Charlie, it seemed an oddly appropriate joke.

Kelly burst out laughing. It caused her to sink down, almost touching her breasts against Charlie's chin, and the ridiculousness of it made him join in laughing, too.

"Not quite the responsibilities I imagined," Charlie snickered, "but you can never say I wasn't here for you!"

Kelly, feeling his breath against her chest, chortled loudly in his ear. Wanting to add to the fun, she stood up, turned around, and settled onto Charlie's lap.

"Oh, I think you've earned your title," Kelly quipped. She smirked at the feeling of his hard-on pressed against her bottom, and Kevin smiled with eager consent. Both of them were feeling much more comfortable having Charlie involved. Impulsively, Kelly reached back to grab Charlie's hands and pulled them up to her breasts!

He leapt with surprise, and Kelly cackled wildly at his reaction. Knowing that Charlie would have no problem playing along, she focused on Kevin as she urged their friend's hands to squeeze her tits. It took Kevin a moment to get over his initial shock, but he couldn't help but shake his head and smile at the fun his girlfriend was having with him.

Kelly grinned and gestured for Kevin to approach. Letting Charlie's hands take over on their own, she grabbed Kevin as he walked up and began to unbutton his shirt. It was enough for Charlie that Kevin didn't seem to mind where things were going, so he wasted no time letting his hands get a little frisky with Kelly. She was glad that Charlie was taking up her offer and decided to give him a little more encouragement.

As she cast off Kevin's shirt and began unbuckling his pants, Kelly wiggled against Charlie's lap until she felt his erection wedge between her cheeks. He instantly let out a most lascivious groan. Realizing just what Kelly was up to, Kevin had to chuckle, which Kelly took as a green light to start grinding up against Charlie's crotch.

Charlie's head fell back in ecstasy against the sofa as Kelly tantalized his cock. Leaving Kevin's pants open, she put her hands down on Charlie's knees, spread them apart, and muscled her hips into a bona fide lap-tease. Keeping her sparkling eyes on her boyfriend all the while, she could see how much it amused him to watch Charlie getting off. His look was exasperated, not with envy, but with overwhelming pleasure. While giving Kevin what he wanted to see, she told him what she wanted him to do.

"Take it out."

The fiery look in her eyes as she said it destroyed him. In a rush, he fumbled with his belt and zipper, promptly dropping his pants and kicking them to the side. A garish erection bulged within his boxer shorts, and he stared into his girlfriend's eyes as he pulled out the waist-band and set the monster loose. Kelly grinned as it sprung into the open. Even Charlie could feel her clench with excitement.

As Kevin tossed his boxers to the side, Kelly slipped away from Charlie and knelt on the floor between the two of them. At eye level, she stared hungrily at her boyfriend's cock. She ached to have it. Then, looking at Charlie's lap, Kelly had her most mischievous impulse yet.

"Both of you."

Charlie and Kevin stared at her blankly, neither sure that he had heard her correctly. One look at his girlfriend's sardonic expression, however, convinced Kevin that he not misunderstood at all. His eyes grew wide upon her, but apart from showing his surprise, his look was full of curiosity. Kelly was exhilarated.

"Both of you," she repeated, directing her plea to Charlie. "Take it out."

Having made herself clear, Kelly smiled assuring and pulled her boyfriend's cock into her mouth. Kevin grunted loudly. He had been worked into such a frenzy from watching Kelly tease them both that he was positively throbbing for her touch. The velvety plunges of her mouth were almost overwhelming.

Charlie had no idea what to do. Just being able to watch Kelly give head was taking liberties enough. Could he really take out his cock in front of his friend's fiancée? He could see Kelly glancing at him as she went down, waiting for him to respond. It was Kevin, however, who would have to open the way.

"I think you'd better give her what she wants to see..." Kevin faltered, unable to argue with the benefits of playing along with Kelly's game.

Charlie's heart stopped. There now was nothing standing in his way, and yet the idea still terrified him as much as it turned him on. With both of them waiting for him, he decided that there was no use in modesty and began to pull open his pants. Kelly let up and simply squeezed her boyfriend's cock with anticipation. Trembling, Charlie reached into the fly of his boxers and pulled out his erection for her to see.

Kelly's face lit up at the sight, and she crowed with a kind of maniacal laughter.

"Very nice," she added, wanting Charlie to know that her laugh was hardly one of ridicule. In fact, ever since she had first caused a stir in Charlie's pants, she had been longing to get a peek, and she was by no means disappointed. The mast rising from his lap was impressive. Though not carrying quite the exceptional heft of her fiancé, it had an attractive shape, and it was swollen to a thickness that Kelly took as a complement.

Charlie gulped as he felt Kelly's eyes sizing up his cock. So did Kevin. He knew that mischievous glint. Kelly looked up at him, biting her bottom lip with a heavy hint of suggestion. He never imagined that he would find this particular suggestion so erotic. As Kelly edged closer to Charlie, Kevin took the step with her and watched with pained fascination as she reached out and touched his friend's cock!

Charlie slammed back into the cushions as he felt her fingers slip around his erection. Never, but in his wildest fantasies, did he imagine that things would go this far. Yet the excitement in Kelly's eyes—and more astonishingly, in Kevin's—convinced him that his friends had been sharing the same fantasies. Clenched in shock, he was helpless to do anything but gawk at the marvelous sight of Kelly stroking his cock with one hand and her boyfriend's with the other!

For Kelly, too, it was electrifying, if lurid, to feel both hard dicks at the same time. There was a giddy sense of power in being able to tease each one of them by what she would do to the other. It was especially fun to see how Kevin reacted to the way she pleasured Charlie. He knew that more than anything, she was doing it to tease him, and it really got him hot. Curious to see the reaction it would get, Kelly couldn't resist upping the ante once more... by touching Charlie with her tongue!

The room spun as Kevin watched his girlfriend encroach upon Charlie's lap and give his tip a tickle. Though both of them could hear Charlie gasping, their eyes were locked onto one another. Baiting him, Kelly swirled her tongue around the head. Kevin might have been shocked by the sight, but she could feel his hard-on throbbing in her hand. She squeezed him firmly, entreating him to indulge this fantasy with her. It was then that she could see that Kevin had surrendered completely.

Practically snarling at her boyfriend with excitement, Kelly sunk her lips around the top of Charlie's shaft. Charlie choked on his breath, and for the first time he felt Kevin looking directly at his face. The guilt he felt for allowing his friend's fiancée to suck his cock was overwhelming, but was itself overwhelmed by how spectacular it felt. He expected to see anger or resentment from Kevin, but in his expression there was nothing so malign. Seeing the effect that his girlfriend was having on Charlie actually seemed to make him smug!

Charlie groaned indulgently, wanting both of them to know that the pleasure was supreme. Kelly's mouth felt every bit as sensational as he had imagined when watching her before. His cock sizzled in her hot spit, and her tongue hugged him in just the right way on each plunge. As she smothered him, he could tell that she was looking at Kevin, and it made him even hotter to know that his friend was watching him penetrate her lips.

When Kelly finally pulled away, she looked at Charlie for the first time. Smiling at his polished knob, she petted it lightly and then tugged at his shorts, inciting him to take them off. He eagerly obeyed while Kelly turned her attention back to her fiancé, nuzzling lovingly against his throbbing wood. All the teasing would now pay off as she engulfed him deeply in her mouth.

Charlie watched in respectful awe. He had a new appreciation for how Kevin must have felt. Casting his bottoms to one side, Charlie removed his shirt as well and sat completely naked on the couch. Kelly hadn't failed to notice. Eager to feel him, she stretched her fingertips to stroke down Charlie's abs and then swirled them playfully around his balls. Wanting Charlie to fully enjoy the sight of the blow job she was giving, she put her hand around his shaft and proceeded to jerk him off.

For the first time in a while, Kevin even chuckled. The look on Charlie's face was priceless, and there was a certain sinister delight in seeing his friend undergo the sweet torture of Kelly's hand. He took a deep, gratifying breath while trying to stand up to the afflictions that Kelly was imposing on him as well.

The sheer adrenaline of pleasuring both of them at once kept Kelly going at a frantic pace. Kevin's hand at the back of her head gently helped her to keep her rhythm, and the hardness of his shaft made her mouth water. Charlie could see the saliva gushing down his friend's cock. Combined with the frenzy of Kelly's hand, the assault on his senses was becoming too much to take.

"You are so fucking hot..." Charlie gasped, directing the comment not just to Kelly, but to them both.

Slipping her mouth away, Kelly smiled while stroking them both with her hands. Charlie, clearly in a hectic state, looked her up and down, as if to memorize everything from her lovely, ebullient face down to the way she looked in those tiny black under-shorts. Her breasts took on a tantalizing bounce as she jerked them both off, and the sight only pushed Charlie further toward the brink.

"Ngggh... oh... oh, it's so good..."

Kelly's face lit up when she realized how close he was to the edge. Impulsively, she looked up at her boyfriend and made her most provocative suggestion yet.

"Let's make him come."

Taking Kevin's response for granted, Kelly lunged into Charlie's lap and started sucking him off at a fevered pace. Her plunges were so tight and wet that he was almost instantly destroyed.

"Ohh! Oh fuck!!"

Kevin's eyes widened as he watched his friend's body tense up to the point of breaking. With the next growl he heard Charlie make, he knew for certain that his friend was about to climax in his girlfriend's mouth.

"Nrrrruuuuwww!"

Charlie's semen gushed onto Kelly's tongue. Still sucking, she loosened her lips and let the orgasm ooze down his shaft for Kevin to see. Thunderstruck, Kevin found himself more aroused with each pulse of come that flooded through his girlfriend's lips. Charlie was reeling, and the sight of his friend experiencing such release made Kevin begin to go into convulsions of his own!

With Charlie's orgasm kicking its last spasms in her mouth, Kelly felt Kevin growing tense. Once Charlie collapsed, she gave him a last swish of her tongue and left his come-drenched cock behind. She had never quit her hand job on Kevin, and now, wiping off her lips, she got up and sat on Charlie's knees in order to give Kevin her full attention.

"Nnhh, you are fucking amazing!" Kevin cried, finding Kelly more erotic than ever. Sliding her hand around his shaft, she pulled him closer to offer him her mouth, but he was so far-gone already.

"Oghhh!!"

More suddenly that Kelly had expected, his load came shooting out. The first spurt even made her flinch, catching her below the chin and dripping down her neck. His lack of control only excited Kelly more. She tugged expectantly on his cock, welcoming the next warm pulse onto her tits.

Still woozy, Charlie delighted at the sight of Kevin's orgasm, though thankful that Kelly's chest was shielding him from the bursts. She let the last of his come drip onto her breasts and then gently sucked the head clean. Both Charlie and Kevin were in complete awe.

Kelly stood up and stroked Kevin until he was calm, letting Charlie get a last look at her from head to toe. With a satisfied grin upon her face, Kelly took her boyfriend by the hand and began to lead him out of the room.

"Charlie, Charlie, Charlie..." she sighed airily as she walked behind the couch, mussing her fingers through his hair.

Charlie smiled at both of them as he watched them walk away. Before she rounded the corner to walk down the hall, Kelly pulled down the back of her black panties and gave Charlie a wink. He chuckled and wondered if he would ever get the chance to see those gorgeous cheeks again.

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Kevin and Kelly hugged Charlie goodbye at the airport the following Monday. Each of them was making an effort to go on as friends, even though they couldn't deny what had happened between them. Charlie was glad that the two of them would have their space as a couple once he was gone, as much as he would miss being invited into their fold.

They made plans to visit one another before the wedding. No one was sure just what the visits would bring. Charlie was simply glad to have become, if only briefly, so intimate with his two friends, and they were very happy to have him as their best man.

As they watched Charlie walk past the checkpoint toward his gate, Kevin regretted that they hadn't been able to have more fun with their friend before he had to leave.

"I suppose we're really going to miss him," he lamented.

Kelly nodded. But Kevin could see a little smirk creeping onto her face.

"What?" he asked.

"Well, you know," she replied, shrugging cheerfully, "we also have bridesmaids..."