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I grew up in a small town and had the same best friend from the time I was a small kid to when I went off to college. His name is “Kyle.” We did everything together for years. We were in the same classes, had the same hobbies, and spent our time together after school. We told each other everything. We were basically brothers. When I lost my virginity at 16, Kyle was the first person I told, and he did the same when he lost his a month later. Neither of us really had much luck with girls in high school. Kinda hard when you’ve known all the girls your whole life. But we both had some fun now and then. Neither of us dated.

We went to different colleges a couple hours apart. We didn’t see each other as much and drifted apart for being outside of each other’s lives. We’d talk every now and then, but didn’t see each other very much. Once or twice in the first year of college when we were both in town during breaks. I wish we’d been closer and so we made a concerted effort to see each other more often. It has difficult, but it was worth it. I was glad to call him my best friend. Junior year things started to get busier as I took on an internship. We talked frequently, but we saw each other even less.

During my junior year of college, I met “Janelle.” We meth through a mutual friend and we hit it off pretty quickly. We became friends and then started dating. A month later we became “Facebook official.” As far as I’m concerned, she’s perfect and perfect for me. She’s about 4 months younger than me. She’s 5’5” and has some curves. She’s Bahamian and white mixed with coily hair that she’s kept short for as long as I’ve known her. I’m more of an ass man, but she has beautiful breasts that I love to hold whenever I can.

I wasn’t her first and I wasn’t hers. We were very up front about our sexual histories from the beginning and I’ve always been ok with it. We both have histories and we mutually agreed that it didn’t matter.

Around a year after we started dating it made sense for us to move in together, money being a big factor in that. When we graduated, we were both able to get jobs in the area. I got a job at a local high school teaching biology. She got a job at a local accounting firm and she started working as an accountant. Everything was good. And here we are. After he graduated from college, he moved back to our hometown to help run his parents’ business. I couldn’t do it, but I guess it worked for him. During that time, he never dated anyone as far as I knew. I worried about him sometimes.

Due to various life interference, there had never been an opportunity for Janelle and Kyle to meet. It just hadn’t happened. Holidays didn’t work out anymore as we had to split them between families since we did them together. I hadn’t seen him since graduation either. We tried to plan a camping trip, but things kept coming up and we never really got around to it. Six months ago, we agreed that he’d come to visit us and stay with us for a week during spring break for me. He’d never been to the city we lived in and we had a two bedroom apartment, so he could just stay with us.

A week ago, everything was confirmed, and the excitement was palpable. I hadn’t seen my best friend in over a year. Janelle was equally excited to meet him. I got to work prepping for the visit and plenty of beer was on the list. He arrived two nights ago late in the evening. We had dinner, but he was pretty tired from the drive and went to bed relatively early. Yesterday was the start of the fun.

The plan was to show him around. Janelle worked the morning but took the afternoon off. That gave Kyle and me time to get up late, have breakfast, and shoot the shit. I made us all hotdogs for lunch and we chilled on the porch and talked for a while. Afterwards we drove around town and gave him a tour. Not that it was particularly exciting.

We had dinner and then settled into the living room to talk. Janelle and I took the couch and Kyle took the armchair on Janelle’s side. We’d already had a couple beers each for dinner and so were a little buzzed already. We talked about everything. Kyle told a bunch of embarrassing stories about us from childhood that Janelle found to be hilarious. Janelle told him about herself and her life.

We were all pretty tipsy by the time we were filling Kyle in about how we’d met. Bonding with Kyle, Janelle had also decided to tell him some embarrassing stories about me from the past two years. It was all in good fun and I took it in stride.

And then Janelle asked the fateful question that changed everything, though none of us could have known that at the time.

“So, Kyle, are you seeing anyone?”

“No.”

“Really? Why not?”

He shifted on the couch a little.

“Just hasn’t ever worked out that way.”

He looked a little uncomfortable, but I don’t think Janelle noticed it in her intoxicated state. She had definitely met us beer-for-beer during the night.

“I can’t see why. You seem like a great guy” she said honestly.

He seemed embarrassed by that. I’d probably be trying to sink into the couch if I were him.

“Maybe he’s just looking to have some fun,” I offered in an attempt to rescue him and let him save face.

“Ooooohhh. Playing the field. Get them hoes.” She asked in this weird pseudo-macho way. Just one of the guys or something.

“Nah. Not a lot of luck there either-”

I’m not into dudes, but this genuinely surprised me. Kyle is, objectively, a good-looking guy. Granted, not everybody is into gingers, but he’s a handsome guy, if not kinda geeky. He’s about my height, maybe a little taller, but definitely thinner than me. My grandma used to call him a hanger when we were younger, and he hadn’t changed out much in that regard.

“-I mean, I get interest at first, but they usually end up ghosting me after-“

He kinda just faded out as if not wanting to finish the sentence. Janelle leaned forward, clearly interested.

“After?” she asked.

“After it starts to get more serious.”

He looked awkward and uncomfortable. My brain did some quick connecting.

Oh shit. I thought back. Was Kyle small? I hadn’t seen him naked since gym in 9th grade. My memories of him naked weren’t great. But I thought he’d been normal?

I guess Janelle reached the same conclusion.

“Oh. I’m sorry.” She said awkwardly, “You know, size isn’t everything. There are a lot of girls who prefer them smaller. And-”

Even I wanted to die in that moment. RIP Kyle.

“Oh. No.” that’s not the problem!” Kyle interrupted quickly.

Confusion. Confusion everywhere.

“Then what?” she asked.

“Kinda the opposite really.”

He didn’t look like he was bragging. If anything, he looked sheepish.

“You’re saying you’re too big?” I asked incredulously.

“Kinda. Some girls have said so, yes. Some try and give up. More see it and turn me down. ‘Scary’ was said once.”

That, I thought, sounded ridiculous. Janelle looked curious. I should have ended things there. But the alcohol had taken effect.

“Bullshit” I said.

Janelle looked at me and then at Kyle.

“I’ve seen some bigger dicks,” she said calmly, “none where exactly what I’d describe as ‘scary’.”

I wasn’t really sure where this conversation was going, but it was going. I wasn’t really in any condition to change the course given the number of beers I had. In retrospect, maybe a part of me wanted it to keep going.

“I don’t know what to tell you. The last girl I brought home it happened. Everything was going good until I pulled him out. She just left.”

I started to wonder just how big we were talking about here. How big did a dick have to be before a girl just peaced out?

“Maybe she just wasn’t up for the challenge.”

Huh?

“Doesn’t seem like anybody ever is.”

“I’m sure you’ll find someone who is one day. There’s someone for everyone.” I offered, too late to change the course.”

“Thanks. I-“ He started, only to be interrupted by Janelle.

“I still don’t believe that it can be that big,” she practically challenged.

Kyle looked at her and she looked back. She was leaning in towards him at that point.

“Well, it is. What? Do you want proof?”

The question sat there, heavy in the air. There was an awkward pause. I didn’t know what to say.

Janelle didn’t even look at me.

“Sure. Let’s see it.”

“What?” I interjected.

I couldn’t believe what I’d just heard. My girlfriend of two years had just asked to see my best friend’s dick. I wanted to put a stop to this, but I didn’t know how or what to say.

Kyle looked at me. I sat there, looking at Janelle. She turned to look at me.

“What’s the big deal? I just want to see how big he could possibly be.”

That’s what her voice said. Her body was saying something else to me. Fueled by alcohol, she wanted to see his dick. Her face and chest were flushed with arousal. Her eyes were sharp, excited. She wanted to see, and it wasn’t idle curiosity.

She didn’t wait for me to respond before turning around.

“Let’s see the big boy.”

Kyle looked at me again.

“Brain?”

He was asking permission. My best friend was asking if I was ok with him pulling his dick out in my living room and showing it to my girlfriend of two years. Is this real life?

“I-“ I faltered.

Thoughts swam through my head: Was I ok with this? Did I trust her? Him? Another thought: Did I want this?

“Fine.” I gave in. “Let’s see it.”

We’d played chicken and I’d flinched. Janelle didn’t move. She just looked at Kyle.

He paused a second, let out a heavy sigh, and stood up. I felt my heart beating faster in my chest. He moved his hands to his waist. In a moment I’d never seen coming, I was expectantly staring at my best friend’s crotch. I didn’t realize it wouldn’t be the last time that night. Without realizing it, I held my breath.

Slowly, or so it seemed, he undid his belt. He undid the button. He unzipped his shorts. He paused and looked at Janelle as though I wasn’t there. He dropped his shorts to his ankles. He stood in my living room in a t-shirt and rather tight boxer briefs. He clearly wasn’t hard, but I don’t think he was fully soft either. He stopped.

Janelle started at his crotch.

His bulge was impressive. He definitely filled his underwear out better than I filled out mine. And, in the excitement, it looked like he might be chubbing up a bit.

She pried her eyes from his crotch, looked at his face, then back to his crotch. She was certainly impatient.

He hooked his thumbs inside the waistband of his boxer briefs. The moment of truth was now. It was about to happen. I asked myself again why I was allowing this? Why didn’t I stop this?

He applied pressure and they started to move down and bunch. It was happening.

And then he bent over at the waist and simultaneously brought them to the ground. Nothing was seen. He shuffled a little and stepped out of both his underwear and shorts. There was a pause. I caught myself wondering what he was waiting for. Why was he keeping us waiting? And then I wondered why I was wanting to see his dick so badly. My heart was now pounding in my chest.

He stood up.

And there it was. He wasn’t hard, but it was clear he had nothing to be ashamed of. Kyle was pale. Like cave fish pale. And so was his dick He had closely cropped ginger pubes. Underneath them hung his dick. It looked hefty, even mostly soft. Not huge, but clearly big. He was uncut, something I vaguely remembered, and the pink head peaked out slightly from underneath the foreskin. He had a large, quite prominent vein along the top and many smaller vessels along the sides. His balls hung low beneath, hairless. His dick jutted out at a slight angle in its semi state.

When he first stood up he’d just stood there, looking at his own junk as though he had expected it to do something. He looked at us to see our reactions. I don’t know what expression crossed my or Janelle’s faces.

He coughed nervously.

“So that’s my dick” he said softly.

“It’s a nice dick.” She responded.

Did my girlfriend just say he had a nice dick? Ok. Still feeling weird about this. What now?

“I’m not sure I can determine if it qualifies as ‘scary’ like this though.” She looked up and met his gaze, holding it.

“Well, I don’t just get hard on command.” He retorted.

It seemed to me that he was clearly uncomfortable with the situation. I imagined it was more than a little award to be mostly naked in front of two-fully clothed people. I figured this was the ending. I signed, relieved, and was about to suggest we call it a night. Part of me hoped that Janelle, clearly worked up by all this, would be up for sex before bed.

“I could help.”

I think I got whiplash from how fast my head turned.

“That’s ok. Right Brian? She added.

She quickly looked over to me, looked Kyle in the face, at his dick, then back to his face. His dick twitched.

I decided to say something.

“I don’t think that’s such-“

“I’m just going to get him hard” she interjected.

I didn’t seem to have much of a choice in the matter.

“Can I?”

She was looking at Kyle, not me. She was asking him for permission to touch his dick. I couldn’t decipher the look that momentarily crossed his face. It was there and then gone before I could fully understand.

He nodded.

“Yeah.”

There was a hint of uncertainty in his voice, but there was excitement too. I couldn’t blame him given his professed lack of action and how attractive Janelle is. He shuffled closer to her so that he was perhaps a foot away.

She made her move. I watched as my girlfriend of two years reached out towards Kyle’s penis. Once again, I found myself holding my breath without meaning to.

She. Made. Contact.

The fingers of her right hand touched him first. Over and under to softly lift his dick and wrap around him. She squeezed gently and I think I saw it twitch again. She slowly pulled back on his dick, pulling the skin halfway up the head, before switching direction. Jerking him off. I watched as his dick slowly started to get bigger. Fatter. Longer.

And, to my surprise, so did mine. My own underwear was tightening as my dick got hard. What? Why? Did I like this? My mind was going in a thousand different directions at once. And to be honest, A big part of me did. There was something about this that was incredibly hot. It was wrong. I absolutely shouldn’t have been turned on by watching my girlfriend stroke another guy’s dick, but I was. In a combination of drunk and horny, I decided to just go with it. No thoughts. Just vibes.

It didn’t take long for Kyle to reach what I soon learned was full mast. I didn’t break out a ruler, but he was big. He was easily an inch longer than me, maybe two inches. For those keeping track at home, somewhere just north of 8 inches. So not some monstrous porn cock, but still a large dick. His girth, likewise, was quite impressive. Hard, his dick stood out proudly from his body with a slight upward bend and a curve to the right. His foreskin rested just behind the head until she pulled on him and the skin covered half the head. The head itself, shiny and purple, leaked a steady flow of precum.

Janelle was definitely not scared of his dick in the least. Long since hard, she continued to stroke him. The *Schlick schlick* of the stroking and occasional moans were the only sounds I could hear. His eyes were closed and his head back.

And I sat there, hard as rock.

He opened his eyes and looked down at her. She, sensing movement, looked up at him. I couldn’t see her face, but I could imagine what it looked like. Enthralled. Excited. Aroused. Hungry.

“Suck it.” I heard him whisper. “Suck my dick.”

Once again, I wasn’t even there. Neither of them acknowledged me or stopped to consider what I wanted in this situation. The two of them were all that mattered.

Her hand released his dick and she let it drop to her leg. He shuffled forward more and she parted her knees to give him room. He settled in the space between her legs. His dick bobbed mere inches from her face now. I imagined he could feel her warm breath on the head of his dick.

She leaned forward. She puckered her lips and, gently, she kissed the tip of his dick. He gasped at the contact. She lingered a second and then withdrew just as slowly. A string of precum clung to her lips and then separated with distance. Instinctively, she licked her lips, tasting Kyle. She moaned softly in approval.

She brought her hand back up and wrapped her fingers around the base of his cock. She angled him up and leaned in again as she stuck out her tongue. She pressed it against the underside of the head. She held it there, his dick resting on her tongue, before licking towards the tip, her tongue pointing to tease the hole at the end.

He moaned loudly.

“Fuck. Such a tease.”

She smiled.

I don’t think I’d ever seen anything this hot before in my life. I shouldn’t find this hot, I told myself, but I did. Holy fuck was it hot.

She leaned further forward, opened her mouth, and took the head inside, her lips wrapped around just behind the head. He sighed. From experience, I could guess what she was doing with her tongue. Jealous, and very aroused, I watched excitedly.

She let his dick fall from her mouth and quickly moved to the base of his dick. She kissed near the base and moved her lips up the length of the shaft and to the head in one fluid motion. She did it again on the other side. She took the head back in her mouth and I watched Kyle’s eyes roll back into the head at her ministrations.

“Suck that dick.” He groaned.

She didn’t need to be told again. She dropped her jaw and took more of his length into her mouth. She went hallway down and then back up, a sheen of her spit now on his shaft. His eyes closed. She went down again and again, a little further each time. She might not have been scared, but his size was clearly a hurdle for her. He was definitely longer and thicker than I am and she was almost to the point where she would have swallowed my whole length.

For a while it seemed as though she’d reached her limit. She was loudly sucking on him, but she’d hit a point where she could go no further.

*Gluck gluck*

*Gluck gluck*

She was sucking furiously on his dick. I had never seen her like this. She had never sucked my dick like this. Who was this woman and what had she done with my girlfriend.

She paused, the tip of his dick just inside her mouth. He opened his eyes again. And looked down at her, the head of his big dick in her mouth.

In that pause I took stock of myself. I was still rock hard and precum was starting to soak the front of my underwear. I was less conflicted than I was before. My dick, with alcohol by its side, was in control and I wanted to see this through. I wanted my girlfriend to suck my best friend’s dick. And I wanted to see it happen. I didn’t imagine anything more would happen.

She went back down, more determined this time. She reached the point of his dick that she’d been unable to move past over and over. She gave a stronger push, and he moved in further. She got to the bottom, her lips touching the base of his dick. His eyes, closed when she started, bugged open and he stared down at her in shock.

“Holy fuck!”

She held herself to the base for a couple of seconds and then pulled off. Strings of spit bridged from her lips, stretched, then separated. They covered her chin and dripped onto her shirt which covered her heaving breasts. Her nipples were hard and pointed through the material.

“Nobody. Nobody has ever done that before.” Kyle said in astonishment.

She grinned as she looked up at him. Proud of her own accomplishment and at the pleasure she gave him.

She went back to sucking his dick. She reached the base of his dick easier now. His cock would hit the back of her throat and then enter it. Over and over, she throated him.

He brought his hands to the side of her face, gently guiding her onto his dick.

“Suck that fucking dick!”

Getting deep throated had activated something in him and he started to get aggressive. He was now thrusting to meet her mouth. Using her mouth. Fucking her throat.

“You like sucking that dick don’t you?”

“M’hmm” was the muffled response from around his dick.

She couldn’t even pause to respond, completely engrossed in sucking him off.

I watched in awe as he used Janelle’s throat, a look of determination on his face.

Without warning, he held tighter to her face and thrust forward. Her lips were completely to the base of his cock, her nose in his pubes. Her eyes opened in surprise, then closed again as she nursed on his cock. He held her there, his cock filling her throat. She started to run out of breath and tried to pull off of him, but he held her there. She tried harder to no avail; he was much too strong for her.

She moved her hands up to his hips to give herself leverage. I noticed that the fingers of her left hand glistened in the light. I hadn’t caught it before, but her hand had been in her shorts. She’d been fingering herself while sucking him. She was so turned on that she couldn’t help herself. Had she ever done that with me? I wasn’t sure, but I wouldn’t have bet on it.

She was pushing off of his hips, tears running down her face as she gagged and choked on his cock, desperate to get oxygen. She looked panicked, but he held her there on his dick.

He was choking her. My girlfriend. I should stop him. Her danger finally woke something in me, and I started to move.

But I needn’t have bothered.

He let go of her head. Still pushing, she fell back coughing and sputtering. Her face was a mess: wet with tears and spit that dripped down onto her shirt. She breathed heavily in her recovery.

I thought she’d be mad, but she wasn’t. Her eyes glittered with hunger as they stared at his cock. It glistened with her spit and pulsed with his heartbeat.

She reached out and grabbed it again. Moving forward, she lifted it vertically and dove into Kyle’s big balls. She practically buried her face in them.

“Dirty girl” he growled.

I hadn’t noticed them much before, but they were quite large. They hung low and he kept them shaved. I imagined he’d cum a lot.

She moaned softly to herself as she sucked deeply on one big ball and then the other. Her right hand slowly stroked his shaft. Her left hand had snuck back into her shorts to play with her pussy.

She nuzzled his balls.

“I love your balls.”

She ran her tongue up the bottom of the shaft and licked up the precum which had leaked out while she’d focused on his balls.

“And you taste so fucking good.”

“You like that dick, don’t you?”

She took the head in her mouth and then let it pop out.

“I love your big cock” she answered.

She looked up at him and their eyes met. It was like they were communicating without words and reached an unspoken agreement.

He put his hand under her chin and she rose up as though being pulled. She stood and they kissed.

My heart stopped in my chest.

The kiss lasted seconds but felt like minutes. It was passionate. When it was over, they moved quickly as if by a prearranged plan.

He ripped off his shirt and sat down on the couch where Janelle had been sitting moments before. His cock stood up, almost vertically, in its hardness. Simultaneously, she pushed her pajama shorts to the ground, the crotch soaked in her excitement. She shook them off her ankle. Her pussy was now exposed to the air. She took off her shirt while turning and got it over her head while she started to straddle his legs.

She’d barely freed her breasts when she settled her weight onto his lap. She leaned forward and kissed him again. His cock was sandwiched between them. She melted into him as they made out. His right hand found its way to her breast and he started gently squeezing it. With his left hand he grabbed her ass. Her hand played with the tip of his penis pointing up between them.

I was still shocked, but my body wouldn’t let me stop this. I couldn’t stop this. I didn’t want to stop this. I wanted this to happen. I admitted to myself. I wanted my best friend to fuck my girlfriend with his big dick. I didn’t know that until this moment, but now I wanted it more than anything else I’d ever wanted. I sat next to them on the couch, less than two feet away.

They kissed passionately, his tongue exploring her mouth. She made soft mewling noises as she rocked back and forth on his lap, slowly grinding her clit against the base of his dick.

I’m not sure how long they kissed for as time seemed to freeze. But when their lips finally separated, she was incredibly worked up. She started grinding harder against his dick, moving faster. She pressed her face into his neck, giving him quick kisses.

“I need your cock! Please fuck me! Fuck me with your big cock!” she managed to get out between kisses.

He said nothing.

She leaned back and lifted herself up high enough to clear the length of his dick. Using his right hand, he pushed the base of his dick until it stood away from his stomach. She moved forward until she was over him and reached down to grab his dick. He let go and allowed his hand to mirror his other on her hip.

Kyle and I both watched as she positioned the head of his dick at her entrance. Contact. They both sighed.

His eyes moved up her body and locked on hers as she started to beard down on him. Her face squinched and then her mouth and eyes quickly opened as the head slipped in. They moaned together.

“So tight” he gasped. “Oh, fuck you’re thick” she said at the same time.

She paused.

“Take your time.”

She leaned in again and gave him a quick kiss, as though to thank him for his patience. She raised herself slightly and grabbed him to stop falling as he left the warmth of her body.

She repositioned herself and then brought the head of his dick back to her pussy. He slipped in easier this time and the whole head was quickly inside of her. But she didn’t stop there. She slowly used her weight to push and take more and more of his cock inside of her. Their eyes were locked the entire time his dick sunk into her.

With another mutual sigh, she settled onto him. Kyle was balls deep inside of my girlfriend. His big dick was reaching places inside of her that I had never touched.

It was silent as they adjusted.

“Fuck. You took all of it.” He said at least.

“See, not so scary.” She said, “Though I’ve never been so full.”

I can only assume he flexed his dick inside of as she jumped slightly and moaned. A mischievous grin played across her face.

“You fill me so good” she purred.

She started grinding on him, rocking back and forth so that his dick moved in and out of her a little at a time. She started slow and built up her speed. She leaned in and they started to kiss again as they fucked.

I sat there, next to them, watching silently. Forgotten. My dick had been aching for all of this time, untouched, at a constant state of arousal. I figured I might as well enjoy this too. I lifted up and pushed my shorts and underwear down in a single motion. My dick thwapped onto my stomach and precum splattered. They noticed neither the noise, nor the movement as they rutted. I grabbed my dick, swollen and red, and slowly jerked myself off. I was incredibly hard and didn’t want to cum too soon.

Janelle was bucking against him now and moaning heavily as they kissed. They’d only been fucking for a couple minutes, and it already seemed like she was going to cum. Though, with how long the foreplay had lasted, it made sense. She broke the kiss.

“Oh fuck”

He sensed her impending orgasm and brought a hand down to start rubbing her clit. She gasped.

“That’s it. Fuck yourself on my dick.”

She rode faster and harder.

“Oh fuck” she repeated. There was an increased urgency in her cries as she got closer.

“Fuck! I’m gonna cum!”

“That’s right! Cum for me.”

Catching me off guard, Kyle acknowledged me for the first time since they’d started.

“You want her to cum on my dick, don’t you Brian?”

More than anything.

“Yes!” I practically shouted, still stroking myself. I stopped, knowing that I’d burst any second if I wasn’t careful.

As I watched her ride him, her body tensed and contorted. Her face took on an expression of pure pleasure. It was a face I was almost familiar with, similar to faces she made when we had sex, but clearly, she was beyond any pleasure she had found with me.

She reached a peak and froze. Using her hips as leverage, he fucked up into her as she came.

“There you go. Cum on my cock.”

He fucked her through her orgasm until she collapsed against him, her head on his shoulder, out of breath. She whimpered and then sighed.

“You like that?” He asked, already knowing the answer.

“It was amazing. I’ve never cum like that before.”

She turned to look at me. She looked guilty and anxious, worried that I wasn’t ok with this. I smiled at her reassuringly, my dick in my hand. I don’t know what ran through her mind in that moment, or if a switch flipped inside of her, but she changed in an instant. She was back to the wanton woman who’d hungrily choked herself on Kyle’s dick. A woman I didn’t recognize, but wanted to see more of.

“You liked watching me cum on your best friend’s big dick didn’t you?”

I gulped. Nodded.

“Yes!”

Before she could respond, Kyle interjected.

“Good. Because I’m not done.”

He smacked her ass.

“Get up” he commanded.

She stood up, swaying on post-orgasmic jello legs. His cock fell out of her and smacked his stomach wetly. He had a layer of her cream on the shaft. He was still rock hard. He stood up and his dick swayed.

“Let’s go to your room.”

He started walking towards our room and Janelle followed his command. She turned his head to look at me.

“Come on.”

I followed them. Kyle ordered Janelle onto her back on her bed and was walking on his knees towards her when I settled onto the chair in the corner of the room. He got between her legs and spread them apart, causing her pussy lips to open slightly. He closed in and slapped his dick down onto her stomach, approximating how deep inside of her he had reached and would reach again.

“I can’t believe you fit” she said, her head lifted up to see.

“How about you fit me back inside you?” It wasn’t really a question.

She met his gaze and smiles that hungry smile I’d seen repeatedly tonight. She reached down and grabbed his dick. He tilted his hips back to make space for his length. She rubbed the head up and down her slit and against her clit several times, not that he needed the lubrication. She lined him up with her opening. Her and I both waited for him to thrust forward. She wanted it. I wanted it. But he didn’t.

“Say please.” He said softly.

She threw him puppy dog eyes.

“Please fuck me.”

He agreed and all three of us watched as he started to push forward, sinking his dick into her. Inch after inch after inch. Her eyes clinched opened wide, and her mouth dropped open as he stretched her open wider than I ever could.

“Yessss” she hissed.

In a matter of seconds, he was balls deep inside her again. He leaned forward and placed his hands on either side of her shoulders so that he was over her. They were joined where their hips met, and his cock filled her.

“So. Fucking. Big.”

Kyle grinned and held himself there. She started to squirm, pushing herself against him to move him inside of her. She was impatient for him to fuck her more. So was I, I had to admit. We didn’t have to wait long though. Finally in complete control, he started to ease back until half of his long dick was outside of her body. He pushed back in all the way. He pulled out further the next time and the next. Long, slow thrusts until he was pulling almost the full length of his cock out of her. He left the head inside before pushing back in balls deep. Long, slow thrusts that filled Janelle completely. Each time he bottomed out in her she gasped softly. She had definitely enjoyed watching him fill her and she was now enjoying the way her lips clung to his shaft each time he pulled out.

She let her head fall back onto the bed and closed her eyes, savoring the slow fucking.

“Think you can handle more?” He asked.

She kept her eyes closed and nodded her head quickly.

“We’ll see.”

He sped up his thrusting. He alternated between long, fast strokes and short, quick ones as he fucked her. The speed and force of his fucking caused her breasts to heave on her chest. For the next couple minutes I just watched him from the corner as he gave my girlfriend pleasure I could never hope to compete with. I touched myself for brief periods of time and then allowed myself to cool down so I wouldn’t cum. The only sounds in the room were the slapping of flesh punctuated by moans and groans from the two of them. After some time I could see that she was reaching another orgasm. Her chest was rising and falling more rapidly and her toes were starting to curl. Her face started to squinch.

“I’m gonna cum again! Oh god! Fuck meeee!” she cried.

He did exactly what she said and kept fucking her exactly as he had been. In moments she started to cum on his dick for the second time, her legs jerking and twitching on either side of him. He slowed down his fucking as her orgasm started to fade. Finally she lay still under him and he likewise slowed to a stop.

“You squeeze so tightly when you cum” he groaned.

She reached down between them and felt their connection, his cock half buried inside of her.

“This thing is amazing.” She half-whispered, barely loud enough for me to hear. She said something else, but I couldn’t make it out.

“Oh, that can definitely be arranged.”

What did she say to him?

He started fucking her again. He lowered himself onto his elbows, bringing his face close to hers. His hips rocked up and down as he drove his cock into her over and over again. The slapping noises filled the room once again.

At some point while they fucked I realized that he wasn’t wearing a condom. I know that was obvious. Janelle and I usually wore condoms when we had sex. She wasn’t on the pill and the risk of pregnancy wasn’t one we were usually willing to take. On the occasions I didn’t wear one, I made sure to pull out. I made a mental note to tell him to pull out when he got close. I was sure I wouldn’t need to though. Janelle was just as aware as I was. She always reminded me to pull out, even when I didn’t really want to.

Janelle gasping brought me back to the room. Her hand was between them again and she was rubbing her clit as he fucked her. She wanted to cum again. She whimpered. He was fucking hard into her. Sweat dripped from his forehead and a thick lather of cream covered his shaft. His breathing was heavy. I thought he must be getting close to cumming.

He leaned in and they kissed again. Their tongues met and caressed each other’s inside of her mouth. His hips were moving fast now, so fast as his dick slid in and out of her wet pussy. He was deep inside her. Deeper than I ever had been. Momentarily I wondered how I’d feel about all of this when it was over.

Kyle broke the kiss and looked her in the eyes. He whispered something that I couldn’t hear and thin kissed her again briefly. She broke the kiss this time.

“Cum in me.”

I couldn’t have heard that correctly.

“Please! I’m so close! Fuck me and cum in my pussy!”

I had. My girlfriend, the person I loved more than anyone in my life, was begging my best friend to cum in her, to shoot his load deep inside of her. She wanted to risk him getting her pregnant, something she’d never done for me. My dick throbbed urgently. I was torn between interfering and my horniness.

He didn’t answer. He gave her a quick kiss and then dug his face into the side of her neck. He sped up his thrusting into her. At the rate he was going, he wasn’t going to last very long.

“Oh fuck! Fuck me!” she gasped in encouragement. “Fill me with your cum!”

His thrusts were becoming more sporadic. More urgent. His balls were starting to draw up.

I should say something. I didn’t.

“Oh god, you’re getting bigger.”

She wrapped her legs around his waist, holding him to her.

He lifted his head and looked into her eyes. The exertion was evident in his expression. His mouth opened and he groaned.

“I’m going to cum. I’m going to cum inside your pussy.”

“Your pussy. This pussy is yours. Cum in it!”

That comment sent a shock through both my heart and my dick. His pussy.

“So close.”

“Yes” she squeezed her ankles tighter.

With a final, powerful thrust, he slammed as deep inside of her as he could get and held there. I saw his balls start to pulse and I knew he was cumming inside of her.

“Fuuuuuccckkk” he groaned as his cock jumped inside of her and he shot his sperm into her willing body.

She rubbed her clit furiously and started to cum a third time as he filled her.

It was too much for me. I came. In the corner. Silently. Forgotten. I don’t think I’d ever cum so hard in my life. I was covered. I almost passed out in the pleasure.

When I was able to focus on them again, they’d already recovered from their own orgasms. He’d lowered himself completely on top of her. Her beasts were between them and he remained buried in her. They were kissing sweetly.

“That was amazing.” She whispered. “Nobody has ever fucked me like that. I’ve never cum like that before.”

“It was” he agreed. “I’ve never met anyone who could take my dick like you.”

She blushed. How could she blush after what had just happened.

“Well now you have.”

“I guess so. And you can have it as much as you want.” He said, cockily. Not that he had a reason not to be.

“I think I’m going to need it again.”

“Just give me 20 minutes.”

I was so left out. They were having pillow talk and I was sitting there forgotten. What was happening? What did this all mean? I spiraled.

“Brian? Brian? Earth to Brain.”

How long had I been spiraling? I wasn’t sure, but Kyle’s voice brought me to a standstill.

“You ok? Looks like you enjoyed myself.”

“I guess so” I said. “It was a little weird, but I had fun.”

I wasn’t lying. But I wasn’t telling the whole truth either.

“Good.”

He looked down at my girlfriend. Their eyes met and they smiled at each other.

“I should probably… uh.”

He looked down to where his dick was still inside of her, slowly softening.

“Probably,” she agreed.

He started to push up and pull out at the same time.

“Ooooh” she half moaned; half winced as his dick left her.

He was still half-hard as the head of his dick left her pussy. It swung free, coated in their combined juices. I found myself staring at the dick that had made my girlfriend cum multiple times more powerfully than I’d ever managed.

“I feel so empty” she sighed.

He sat down on the bed next to her.

She propped herself up on her elbows. She looked over at his wet dick as though contemplating how long it would take him to get hard again.

The shift in her body and the lack of his dick to stop the flood caused his cum to start to leak out. A trickle at first, small globs started to run out of her. I was right. Those big balls had certainly done their job and pumped a lot of cum inside of her.

I assessed the damage. Her pussy lips were swollen and red. The area around her pussy and all of her inner thighs were slick with her juices and cream. Cum continued to leak out of her. Her entire body was covered with their sweat. Her hair was akimbo. She was a mess.

Kyle stood up and, dick swinging, he walked towards the door.

“I’m gonna go to my room and shower. I- I’ll see you guys in the morning.”

He shut the door softly behind him and I heard his footsteps fade away.

“I should probably shower too.” Janelle said softly.

She tried to get up and walk, but her legs were to wobbly. Too weak. She couldn’t walk straight. I’d never done that to her. I felt a pang in my heart.

“Let me help you.”

She was resistant to my attempts, but accepted as she really couldn’t walk to the bathroom. I turned on the shower as she stood there silently, cum dripping down the inside of her legs.

I helped her into the shower and got in after her. We showered silently.

She started to cry and I turned her to face me. In the post nut clarity I think we were both seeing things clarity. I wasn’t sure what this all meant. Did she still love me? Did she still want me? Would I ever be good enough? I tried to put those thoughts out of my mind as I tried to reassure her. I turned her to look at me and she opened her eyes to meet my gaze.

She tried to speak. Failed. I waited.

“I- I don’t know what happened. I don’t know what came over me.”

She paused.

“I didn’t mean- I didn’t plan- You must hate me. I’m sorry.”

She fell silent. Her eyes fell from mine.

“I don’t know what happened either.” I replied. “I didn’t expect that to happen. But I didn’t hate it.”

She looked up at me again.

“Are we ok?”

That wasn’t something I needed to think about. I loved this woman. The fact that my best friend had just railed her didn’t change that.

“Yes. We’re ok. I think things are going to be different now, but we’re ok.”

She looked uncertain. I hugged her and she leaned into me. She wasn’t crying anymore at least. We stood there, silently, with water cascading down us for several minutes.

“So you really liked watching me and Kyle?”

There was a hint of the woman from earlier in her voice.

“I-“

I started picturing her riding him on the couch. Them kissing. Him cumming inside of her.

I started to get hard. She reached down between us and grabbed my rapidly inflating dick.

“I’ll take that as a yes.”

She pulled back from me and threw me a mischievous grin. She sunk down onto her knees and I moaned as she took me into her mouth.

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