A month ago, my girl friend Mandy and I got to talking with a waitress at a local restaraunt and we really hit it off. Her name was Cindy and she said she had two hung guys who were coming over to her place when she got off work...and we were welcome to join them. We accepted her invitation quickly and met her when she left the restaraunt.

About a half hour after getting to her place, Cindy disappeared to get out of her "work clothes". I was sitting right next to Don on the sofa, while Mandy and Rich were making out across the room. Don's finger touched under my chin and I turned to look at him. I kissed him, feeling his lips slowly part, and his tongue gently stroked my lips. I parted my lips and let his tongue enter my mouth, eagerly swirling my tongue around his. I chased his tongue into his mouth when it withdrew, and that excited him, his hands now sliding urgently down my back. We kissed and kissed for a long time, his hands and tongue making me so hot that I was sure my pants were visibly wet. Cindy announced the snacks were ready, and Rich disentangled from Mandy to help her bring out the food and some drinks. She sat down, and started telling some jokes, most of them raunchy.

Suddenly, Rich stood up, and unzipped about half way. Mandy leaned forward, taking over the job, doing a good job of erotically lowering his zipper, and rubbing her hand over his crotch. I could see his bulge forming against his shorts. Mandy was going to reach in through his zipper, but Rich put her hands on his belt. Mandy pulled it loose, moving her face close to his manhood. Mandy's hands slid his pants down to the floor, and we could see a huge bulge in his jockey shorts. Slowly Mandy pulled them down, and when his dick sprang free, I could hear Mandy's gasp over mine.

Rich had a huge prick, and the head was perfectly circumcised. Mandy stared at it, watching it grow even more. I could see her tremble as she put her hand around it and lifted it, then ran her tongue down the underside of it. She kept kissing and licking it, and Rich wasn't going to stop her.

I looked down at Don's crotch and saw his bulge. No one had to tell me, so I unfastened his pants and took him out of his shorts. No monster like Rich had, but one of the most beautiful cocks I'd ever seen! Don was about seven inches long, and just the right diameter. I leaned over and licked the drop of his semen that dribbled from the tip. Then I just had to have him in my mouth. I licked his warm, rubbery head, and then started sucking him into my eager mouth. Don moaned softly and I felt his hips rise. His dick was warm and firm. After several long strokes on him, I then remembered that Cindy was watching. I looked up at her. Cindy was sitting back, one hand down her sweat pants, frigging herself while she watched us. Her other hand had pushed her top up, showing us her large nippled breasts and she pinched a nipple in her fingers. I looked over at Mandy, and Rich was undressing her, she was down to her bra and panties. I pulled Don's pants off, and then his shirt. He undressed me carefully, kissing my breasts as he pulled off my blouse.

Cindy just sat and watched us, and her being dressed excited me even more.

Don slid down to the floor and began licking my pussy. He knew his way around a pussy, his tongue finding my sensitive places and making me crazy with the way he teased me higher and higher. Mandy went straight for Rich's dick, and I watched. Rich sat on the love seat with Mandy sitting down facing him. I watched, and Mandy slowly tried to stuff his meat in her tight pussy, taking him an inch at a time. Her soft, white round ass spread over Rich's lap, and his huge prick slowly disappearing into her made me so incredibly wet! Finally, Mandy sat down, completely hiding his cock inside her. Mandy moaned and breathed hard. When she rose up, the sight of such a big cock sliding out of her made me come right in Don's mouth! Don kept sucking and licking me, and I came again, seeing Mandy take Rich inside her again and again.

"Fuck me." I told Don, pulling him up from between my legs. Don kneeled on the edge of the sofa and pulled my legs wide apart. His prick slid into me easily, and it felt like he was as big as Rich. I couldn't take my eyes off the sight of Mandy fucking that huge dick. I'd seen porno movies before, but this was hot! Watching my best friend getting fucked by a huge cock! Slowly Don started to pump me, and I closed my eyes and just floated on the sensations he gave me. His hands squeezed my breasts, and he pulled on my nipples just the way I like to do. I was so close to coming and I wanted to, but I also wanted it to last longer. Don started moving even slower, and I felt something flicking my clit. I started to come and I looked down and saw Cindy flicking her tongue on my clit!! Don was starting to pound my sopped pussy and it felt like I was coming all the time. I felt Don's cock explode inside me, spurting what felt like gallons of his come. Before I could recover I felt Cindy's mouth on my clit, making me come again.

Cindy licked and sucked me, and I could feel her licking up Don's come as it flowed from my pussy. Cindy was hot and she filled my cunt with three of her long fingers pumping my pussy while she licked and sucked my throbbing hard clit. I felt like I was going to explode from the pleasure and then Cindy pushed two fingers up my anus and began to ream my tight little butt hole. She made me come at least three times, and when she stopped I was so weak I could hardly move. Cindy sat on the floor almost next to me, her face wet with Don's and my juices. I was too wiped out to say anything to her.

I looked over and saw that Cindy was leaning between Mandy and Rich, obviously sucking Mandy's clit, and her right forefinger was deep inside Mandy's ass. Mandy was shaking her head all over, and bouncing on Rich's huge prick. Her big tits were wobbling all over the place too, and I could see that Mandy was slamming herself down on him. Rich shoved up hard, lifting his hips off the seat, and burying himself deep inside Mandy. I could see Mandy spasm and shake each time Rich spurted into her. Cindy sucked on Mandy's nipples, her finger still up Mandy's butt. Mandy leaned forward, putting her head on the back of the love seat.

Cindy lifted her off of Rich and slid underneath her, sucking Rich's come from Mandy's blonde pussy. Cindy was naked now, and she had her head in Rich's lap, face up, with Mandy sitting on her. Mandy was panting and moaning, climaxing again, this time so hard that she rose up and we could all see her pussy dripping into Cindy's face and mouth. This got me going again, but Don was sitting back with a cigarette, and he looked tired. I looked at Cindy's pussy facing me on the floor. Her labia were swollen and shiny, and her tan lines made her look sexy. I'd never, ever done a girl before, but I slipped down and laid between her legs. She'd given me a great orgasm, and I had the urge to make her come too. I'd tasted my own juices before, so this wasn't too different I thought. I leaned forward, sticking my tongue out and gently licked her labia. It surprised me to find them so soft and slick. The more I licked the hotter I got and the more I got into giving Cindy head. Cindy was rocking her hips up and down against my mouth, and I found her clit and sucked it. She moaned and about that time let Mandy get off her face.