As their first year of college ended, Gwen and Julie headed home for Summer vacation. The two young ladies were 19 years old and had just finished their freshman year at a university two days travel from home. They planned to leave early in the morning and spend the night in a town a little more than half way home.

Julie is an attractive, vivacious girl. She has dated several guys since high school and has had many sexual experiences along the way. Julie is brunette with a touch of red. Her hair falls about 6 inches over her shoulders. She has blue eyes and is average in height. Julie's shape measures 36C-25-35. Julie has an above average sex drive.

Gwen is a virgin and very naive about sex, due to her strict upbringing. She has dated only a few times in the last year and has no steady boy friend. The very shy Gwen has an incredible body. She has long natural blond hair and greenish-blue eyes. She stands 5'6" tall, the same height as Julie. Her measurements are 35D-22-34 and her sexual drive is untested.

Julie decided over the course of the year that Gwen needed loosening up. Gwen's conservative dress did not allow her to show off her assets. Julie loaned Gwen some of her sexy clothing for special occasions. The outfits were revealing but not sluttish. Gwen's parents would not approve, however. Initially, Gwen was embarrassed wearing the sexy clothes. Her embarrassment evaporated, however, with all the new attention she was getting. She began to like the looks coming her way.

Julie and Gwen wore bikini tops and shorts on the trip home. The truck drivers they passed got quite a show. As the girls neared the half way point in the trip home, they noticed a noise coming from under the hood. Fortunately, they were only five miles from the motel they planned to stay at. It was getting dark as they stopped at a gas station to have the car looked at.

The mechanic on duty was a hunk. The patch on his shirt indicated that his name was Bob. He was about 25 years old, had dark hair, blue eyes and was well built. He smiled when the two girls pulled in. Julie filled him in on the problem and he took a look under the hood.

Bob studied the situation, poked around here and there, then walked over to the girls to give his appraisal. He told Julie that the repair was simple, but that it required a part he didn't have. He added that he could get the part at the parts shop in the morning. Bob offered to give the girls a lift to the motel.

Julie smiled at Bob and said, "Would you Bob? That would be great." Gwen gave Julie a worried look. She was obviously uncomfortable with the situation. Bob, however, seemed to be a nice guy.

The three traded introductions then Julie asked, "Bob, would you stop at a store so we can get some food?"

Bob said, "Sure thing, Julie." The girls went inside the store and bought snacks and beer while Bob kept the motor running. His own motor had begun to rev up with the site of these two foxes.

They drove to the motel and the girls checked in. Julie invited Bob to the room to have some food. Bob excepted eagerly. Once settled, Bob eyed the two women and said, "You ladies are just about the prettiest women I've seen in a long time.

Julie smiled mischievously, while Gwen blushed. Julie said, "You're not so bad yourself, Bob."

Bob smiled and said, "Aw Julie, I'm just a toad. It's not often a guy meets a princess, much less two." Although Bob's line was a little corny, it put Gwen more at ease and started a fire burning in Julie.

Julie said coyly, "You're no toad. I've never seen a toad with muscles like yours."

Bob flexed his arms slightly and said, "You like my muscles, huh Julie?"

Julie said "Yes, but I can't see them very well with your shirt on." Bob liked the way this situation was developing. Julie was getting hotter by the minute and she knew she would end up in bed with Bob. The problem was, what to do with Gwen.

Julie asked Bob in a cute little voice, "Why don't you take your shirt off and show us your muscles?"

As Bob complied, Gwen developed a worried look again. However, when Bob had completely removed his shirt and stood there sort of posing and flexing, Gwen's expression turned from worry to amazement. Bob's torso rippled with muscles. He obviously worked out a lot.

Julie leaned over and whispered to Gwen, "Isn't he gorgeous?"

Gwen flushed and whispered back, "I've only seen bodies like that on the cover of romance novels. I never thought any man really looked that way, though."

It was apparent that Gwen's interest was peaked. Julie whispered, "I want to see all his muscles."

Gwen opened her mouth in astonishment, then whispered, "You mean you want to see him naked?"

Bob interrupted, "Hey, what are you girls talking about, in secret?"

Julie told Bob, "Gwen wonders what all your muscles look like."

Gwen's mouth flew open as she turned to Julie and hit her on the arm. She yelled, "Julie! YOU said that." Gwen was quite embarrassed. She saw a big grin form on Julie's face and turned to see what had caused it. Bob had dropped his jeans, revealing a pair of very brief briefs.

The bulge in the front confirmed that his muscles were large all over. Without hesitating, Julie marched over in front of Bob, dropped to her knees, lowered his briefs, grabbed his cock and inserted it between her lips. It immediately began to grow. Julie was initially able to get all of Bob in her mouth. However, as Bob's cock began to grow, it pressed against the back of her throat. She then worked on just the head while massaging Bob's balls.

Julie became aware that Gwen was trying to get her attention. She looked up at Bob and said, "Excuse me?"

Bob replied, "Hurry back."

Julie met Gwen across the room and asked, "What Gwen?"

Gwen said, "Do you know what you're doing?"

Julie said, "I'm giving Bob head. You ought to try it."

Gwen counters, "But I've never.... I would never do any thing like that."

Julie simply said, "Too bad," and turned back to Bob.

"Wait," said Gwen, "what's it taste like?" Julie saw a flicker of curiosity cross Gwen's face.

Julie grabbed Gwen and said "Come on and try it."

Gwen yanked back, "But I don't know what to do."

Julie saw now that Gwen was getting hot, but that she was apprehensive and a little scared. Julie smiled and said, "It'll be fun. Just do what I do. I know you'll love it." Gwen allowed herself to be pulled over to Bob who had been fisting his cock waiting for Julie's return.

Bob's eyes lit up when he saw both girls walk over and kneel in front of him. Bob said, "This is a dream come true."

Julie giggled and Gwen smiled nervously. Julie took Bob's cock and licked the head a few times then offered it to Gwen and said, "Just lick the head."

Gwen slowly and awkwardly stuck her tongue out and swiped at the head. Nothing horrible happened so she licked again, this time lingering to get a taste. Gwen observed, "It doesn't taste bad and its very smooth. It feels good on my tongue." She licked some more, then experimenting on her own she put her full lips around the head and sucked..

It was obvious that Gwen liked what she was doing. Her libido urged her on. She began to take more of Bob's cock in her mouth. Bob's cock was about eight inches long and about five inches around. It was not huge, however it was above average in size. It was a good training size and Gwen appeared now to be an enthusiastic student. She managed to get about five inches in her mouth before gagging. Bob popped Gwen's large tits out of her flimsy bikini top and began squeezing her nipples. It was a wonder that the top was able to hold Gwen's massive hooters. The fact that the top held was a testament to the firmness of her tits. Gwen started moaning as Bob tweaked her nipples.

Gwen bobbed up and down on Bob's cock with increasing speed as Julie licked Bob's balls. This caused Bob's breathing to increase. He was getting the treatment of a lifetime and it had been a while since he had any treatment at all. He began to moan louder and louder. Bob bellowed in a strained voice, "I'm cummmmming." Julie stopped licking Bob's balls and moved back.

Gwen wasn't sure what was happening as she sucked on Bob's meat. Suddenly she felt a warm liquid in her mouth. She jerked back with surprise causing Bob's cock to pop out of her mouth. Bob continued to pump cum out of his dick in large quantities. The second stream shot into Gwen's retreating mouth, joining the first squirt. Bob's sperm then drooled out of Gwen's mouth and onto her tits. The next two spurts hit her chin and joined the others on her chest. The remaining cum just leaked out in a steady stream for a few seconds onto the floor.

Gwen finally realized what had happened and looked at Julie. Julie began to laugh, causing Gwen and Bob to laugh as well. Gwen noticed that the taste of the cum was not bad. It was an interesting salty taste. She dipped a finger into one of puddles on her tit and put it in her mouth. "Yummy," Gwen said.

Julie looked at her and said, "You mean you're eating that stuff."

Gwen replied, "It tastes good. Try it."

She offered Julie a scoop. Julie grimaced and said, "I don't know."

Gwen then said, "I thought I was the rookie here."

Dared into it, Julie took the finger in her mouth and smiled, "It is good." She then dipped her own finger in the goo and joined Gwen in the feast.

Once the girls had lapped up all the cum on Gwen's tits, they spit shined Bob's cock. Gwen asked Bob, "Can I get some more of that stuff."

Bob replied, "I'd like to help you out, but it will be a little while before I can make more."

Gwen pouted, then asked, "When will that be?"

Bob answered, "I have to meet a buddy of mine in about half an hour. When I tell him about you two ladies, he'll beg me to meet you. I'd guess we should be back in about and hour." Bob left the two girls excited and as horny as ever. Julie and Gwen could not wait for Bob to return with his friend.

An hour had passed and Gwen and Julie were anxious for Bob and his friend to return. Julie, wanting a sure thing, told Gwen that she would take Bob. Julie figured that Bob's friend might not be as good looking and besides, Gwen had kept Bob to herself earlier and it was now her turn.

Gwen, although very excited, was not sure she wanted things to go much further. A blow job was one thing, but full intercourse was another. Gwen, after all, was still a virgin. Julie told Gwen that she was old enough for sex and advised her to enjoy herself. Julie also reminded Gwen that she had told Bob she wanted more cum. She told Gwen that she couldn't refuse to have sex after asking for it so plainly. Gwen agreed that Julie was right. She had waited long enough for sex and she really was looking forward to tasting some more cum, regardless whether it was Bob or his friend. Gwen agreed that she would take Bob's friend.

When minutes later Julie opened the door for Bob and his friend James, Gwen wasn't sure she could go through with it. James was taller than Bob, about 6'2", was even more muscular than Bob and was as black as night. Gwen had grown up being taught by her parents that white people stayed with white people and black people stayed with black people. She had no prejudice but her parent's words still rung in her ears.

Introductions were made and beer was passed out. James said, "Bob, you didn't come close to doing these ladies justice. They are simple beautiful."

A mischievous smile played across Julie's face. Gwen blushed. Bob said outright, "Are you girls still in the market for some more love juice?"

Julie answered by walking over to the chair Bob was sitting in and crawled into his lap. She thrust her tits against Bob's arm and rubbed them back and forth. Finally she said, "Does that answer your question?"

Bob replied, "You've made your point, but, what about Gwen?"

Gwen cleared her throat then croaked, "I guess so."

James could see that Gwen was uncomfortable. He new that he had better put her at ease or he'd lose the chance to pop this prime, grade 'A' piece of ass. James got up from his chair, walked to the bed where Gwen was sitting and sat down next to her.

James put his arm around her and in a soft voice said, "I know I'm probably not what you expected, but I can be very gentle. I would like the opportunity to give you pleasure." James leaned in slowly and placed his lips over Gwen's. His words must have given her the comfort necessary because she did not pull away.

James was in heaven. He never thought that he would have a shot at a blond, blue eyed, white chick with an incredible body like Gwen's. She had an angel face and sparkling blue eyes. Her hair reached the small of her back. He couldn't remember when he'd seen such a slender girl with such large tits. James wondered if they were real or not, so he decided to find out. While deep in kiss, James slowly reached up to cup one of Gwen's breasts. He was careful not to startle Gwen and he succeeded. In fact, a moan welled up from her throat as James massaged her tit. His expert hand felt Gwen's large soft breast and determined immediately that her breasts were not enhanced.

James progressed further by parting his lips and pressing his tongue between Gwen's lips. She opened her mouth inviting him in. Gwen met James' tongue with her own. She probed his mouth as he did hers. Again a moan escaped from her throat as James pinched one of her silver dollar nipples. They were both getting hot. They finally broke the kiss and James began to undress. Gwen finished the job James had started and removed her top. She then pulled off her shorts but left her panties on.

Gwen noticed that Julie and Bob had already removed their clothes. She watched Julie slide back into Bob's lap and, without hesitation, she impaled her cunt on Bob's cock and began riding. Her moans built as they increased the pace. Julie's tits were bouncing up and down when they weren't in Bob's mouth. Bob grabbed both of Julie's ass cheeks and helped her slam her pussy down on his cock.

Gwen turned back to watch James take off his clothes. His chest was huge and very muscular and his arms were wider than Gwen's legs. As he removed his pants, Gwen noticed the bulge between his legs for the first time. It was much bigger than Bob's. She caught herself with her mouth wide open in astonishment and quickly closed it. James finished undressing by quickly pulling down his briefs. Gwen just starred at the immense size of James' cock. It wasn't fully hard yet and it was already about 9 inches long. It was also as thick as Gwen's wrist and black as night.

Gwen unconsciously licked her lips at the site of this huge piece of meat. When James saw this he asked, "Would you like to lick it, Gwen?" She looked into his eyes and smiled like a little girl offered candy. She answered by hefting James' monster up to her mouth and licking the head. Gwen opened her mouth as wide as it would go to take James' cock. She managed to get the head inside but it was 2 inches long and well over 2 inches in diameter. Gwen's touch caused James' cock to grow to full size. It was now about 13 inches long. It had huge veins the size of Gwen's little fingers sticking out on the sides. Gwen managed only to get about 5 inches in her mouth and that was with considerable effort.

James liked the attention Gwen was giving his cock. It was some site to see that beautiful white angel face take his big black cock. Gwen's wonderful baby blue eyes looked up at him sparkling with contentment as she tasted his meat. He wanted to return the favor.

James said, "Its your turn now, baby." He extracted his cock from her mouth then motioned for her to lie back on the bed. He hooked his thumbs around the straps of Gwen's panties and slowly pulled them off, revealing a pussy from heaven. It had never been touched by man. James began licking Gwen's leg and slowly worked his way to the fluffy white down between her legs.

Gwen lay back on her elbows, watching James make his way to her pussy. She became more excited as he neared her snatch. James licked Gwen's pussy lips causing her the throw her head back with a rush of sensation. He pried the lips apart with his finger and pushed his tongue into her slit as far as it would go. Gwen moaned deeply. James moved to the top of her hole and began flicking his long tongue across Gwen's clit. She shrieked as her first orgasm took hold. James realized that a woman that orgasm so soon was about as hot blooded as they come. He knew that he was going to fuck the shit out of this little goddess for as long as he wanted.

Gwen's orgasm rewarded James with a gush of pussy juice. It tasted wonderful. He allowed some of her cum to flow onto his finger, then he fed it to Gwen. She took the finger without hesitation, further proof that she was ready for anything.

James said, "You wanted love juice young lady. Well, here is some of your own." Gwen licked James' finger clean.

Now that Gwen's pussy was fully lubricated, James figured it was time to fuck. He repositioned Gwen on the bed so that he could get on. He sat on his legs right in front of Gwen's pussy and started rubbing his monster cock on her clit. She began to squirm.

Gwen looked into James' eyes and begged, "Put it in me, James."

He replied, "I will, baby, but I need to go slow. That tight little hole of yours has never had a cock, much less one like mine. It might hurt at first but it will get better."

Gwen had one thing going in her favor. She was very lubricated after her orgasm. James aimed his pole at her opening and pushed the head through her pussy lips. She was very tight. He felt her cherry give resistance. Gwen's face showed the strain she felt as James invaded her body with his huge snake. Constant force by James finally broke the resistance. Gwen grimaced, momentarily, then relaxed as James fed more into her cunt.

Gwen's pussy lips were stretched to point that they were no longer visible. James' big black cock surrounded by baby smooth milky white skin was a study in contrast. Slowly, but surely, James managed to fully impale Gwen with his rod. His plum sized balls rested on Gwen's cute little asshole. Their pubic hairs enter-twined, black on white. Gwen's face was now pure lust, her tongue licking her lips. James slowly pulled his pole out, then slowly re-entered. He began to pick up the pace. Gwen met his thrusts with her own. This woman was a dream come true, beautiful and insatiable.

With each thrust Gwen's throaty moans and James' grunts intensified. James knew he would not last long in Gwen's tight hole. Gwen sensed that James was going to cum. He was acting the same way that Bob had acted when he blew his load into Gwen's mouth. It reminded her of how badly she wanted more cum.

Gwen said in a throaty voice, "Please James, I want to taste your cum. Please cum in my mouth."

James didn't answer even though he had heard her. The thought of blowing his load in that beautiful mouth was about to send him over the edge. At that moment, Gwen stiffened with her second orgasm, convincing his balls that enough was enough.

James pulled out of Gwen's cunt and rotated her around with one hand as he held the pent up cum inside his cock. Gwen opened her mouth wide and stuck her tongue out. James used his free hand to support Gwen's head as he laid his fat dick on her tongue.

James grunted, "Swallow fast, babe. I've got a load for you."

James released the grip on his cock-head and a blistering squirt flew out and disappeared into Gwen's mouth. She swallowed as a second load squirted out. It was coming too fast. She swallowed again as a steady stream dribbled out of James' cock. Gwen's mouth was full as she swallowed for a third time.

The cum overflowed Gwen's mouth and dripped down her chin and onto her neck. She swallowed a fourth and fifth time and finally she caught up as James' flow subsided. She savored her mouthful by swirling her tongue around in the pool of cum. She loved the taste. She looked up at James with gratitude and showed him the load in her mouth. Finally, with reluctance, she downed the mouthful. There were, however, a few treats left for her. She scooped up the overflow on her face and neck then fed it into her mouth. She finished by licking her fingers clean.

James lay down beside Gwen to rest. Gwen rolled over and started licking James cock clean. She was fascinated with his cock and wished he had more cum for her.

Gwen asked coyly, "Do you have any more cum in their, James?"

He chuckled and answered, "Babe, I gave you all I had and that was quite a bit. If you want more, then keep licking that dick and I'll have more for you before you know it."

Gwen's eyes lit up and she went back to licking. James' cock had softened a little encouraging Gwen to try to stuff his cock into her mouth. She was determined to have more cum if it meant swallowing James whole.

As Gwen worked on James' cock, she glanced over and noticed that Julie and Bob had moved to the other bed. Julie was on her back and Bob was pounding her pussy with all he had. She moaned and he groaned with each thrust. Bob's balls were slapping Julie's ass each time as his eight inches bottomed out.

Meanwhile, James' cock had shrunk to about 10 inches and was quite pliable. Gwen continued bobbing up and down on his root taking in about 5 inches each time. She could feel the head touch the back of her throat as she went down. She looked back at James and noticed the contentment on his face. She felt proud that she was making him feel good.

James smiled at Gwen and said, "Baby, see if you can put more of my meat in your mouth. Relax your throat and see if you can swallow it."

Gwen took up the suggestion and attempted to swallow James' cock down her throat. She pushed down a little harder and only succeeded in gagging.

James quickly said, "Go easy Babe, don't choke." He gently put his hands on Gwen's shoulders and repositioned her so that her neck was a little straighter. Gwen pushed down again and felt a little bit of James' cock slip into her throat. She suppressed a gag and quickly withdrew.

Gwen smiled with excitement and said, "I got some of it down, did you feel it." James nodded and Gwen went down again. She was determined to get all of James in her mouth and throat.

The next attempt succeeded a little more. Gwen now had about 7 inches in her mouth. Her nose was flirting with James' balls. Again, she went down and more cock disappeared. Gwen knew that she was taking more but she still had not bottomed out. It appeared that James' cock was growing. It seemed to be getting harder. Gwen readjusted herself for a better angle and swallowed that monster again. This time she felt the tickle of pubic hair on her nose. With the next trip down she touched James' baseball sized ball sack with her nose. She had done it. Her throat felt stretched to its limits but the feeling was indescribable.

Gwen's confidence grew as she buried her nose into James' balls each time. She picked up the pace as her efforts became smoother. She couldn't believe that she was taking 13 inches of thick black cock into her mouth and down her throat. She slowed down to savor the feeling, lingering with James' rod buried in her throat. Suddenly Gwen heard a commotion in the direction of the other bed. Gwen twisted around, with James' cock still in her throat, and saw Julie shrieking and squirming on her hands and knees. Bob was behind her pounding his hard cock into her asshole.

At first, Gwen was shocked at the site, but seeing Julie in such ecstasy made her curious. She wanted to try it in the ass but she wasn't sure if she could fit James' huge monster in her asshole. She realized, however, that she had manage to get the beefy thing down her throat. Fitting it in her asshole couldn't be any harder than her mouth and throat.

Gwen pulled James' cock out of her mouth, pointed to Julie and Bob and said in a pleading voice to James, "I want to do that."

James' eyes lit up and he said, "You want it in the ass, baby?"

Gwen nodded.

James sat up and said, "OK baby, but first, we need to loosen you up."

Gwen smiled with excitement as James laid her on her back. He spread her legs and brought his head to her pussy. He licked Gwen's clit a few times, sending a chill up her spine.

Gwen began breathing hard as James moved down below her pussy and began probing her perfect rosebud. It was an exquisite pink surrounded by milky white skin. James lathered it up with his tongue then inserted a finger into the cute little opening. Gwen squirmed with passion. James moved the finger in and out a few times then put a second finger in. After about two minutes with three fingers in Gwen's asshole, she was ready.

James got up and helped Gwen get on her hands and knees. He put his hard 13 inches in her pussy to help lubricate it. James couldn't get over the site of his big black pole snugly lodged in the pussy of this beautiful white chick. He reached around and grabbed two handfuls of prime tit and squeezed with each thrust of his cock. Gwen threw back her hair in a fit of passion. The silky blond strands had become tangled in his short wiry black hair. He allowed it to rub against his face, its scent stimulating him to fuck this hot woman until she passed out.

They were both now ready for a little anal action. James pulled his cock out of Gwen's pussy and moved the head of his cock up to her other hole. He pressed his cock into the opening and with steady pressure it finally slipped in.

Gwen shrieked and said, "Go slooowww."

James slowly plugged her butt. Gwen relaxed and began to enjoy the feelings. James got off his knees and stood so that he had a better angle into Gwen's ass. He picked up the pace as his hammer slammed over and over into Gwen's backdoor.

Gwen's moans and shrieks marked her third orgasm with James. This one seemed to last for more than a minute as she held her breathed and remained perfectly still. James continued pounding her through her orgasm. Gwen's face showed intense pleasure as she held her eyes tightly closed and her mouth open. James became concerned that she would pass out. Finally, Gwen took a huge breath and the moans continued where they had left off. As James pounded her from above, he reached around and began to pinch Gwen's nipples. Her moans changed to loud "Ooohs".

Gwen said, "Yea, pinch my nipples. It feels so good when you pinch my nipples and pound my asshole with your big black cock."

Gwen's words caused James to pick up the pace. His balls slapped against Gwen's pussy with each stroke. He began swinging Gwen's tits by her nipples. Her moans turned into yells and she had another orgasm, lasting another minute. James couldn't believe this woman. He felt proud that his efforts were giving Gwen tremendous pleasure.

After Gwen's latest orgasm was over, they settled into a steady rhythm just enjoying the feelings. A noise from across the room caused by Gwen and James to look. Bob was pounding Julie's ass with increasing speed and they were both making a lot of noise. Finally, Bob pulled his cock out of Julie's ass, scrambled up to her face, placed his dick head in her mouth and unloaded several blasts of cum. She tried to accommodate the onslaught of liquid but it was no use. She swallowed what she could then licked up the rest, including every inch of Bob's cock.

Gwen couldn't believe what she had just seen. Julie had just sucked down a cock that had been buried in her ass. Gwen's shock began to turn into curiosity again. She thought that if Julie could do such a thing then she could as well. The though began to build and she started to yearn for the taste of James' cock now buried in her ass.

Gwen turned to look James in the eye. She licked her lips and in a breathy voice said, "James, I want that ass fucker of yours in my mouth."

James had seen what Gwen had seen and it was an amazing site. Now that Gwen was lustily looking deep into his eyes and asking for his cock, he knew he wouldn't last long. He focused on Gwen's red lipsticked mouth and her circling tongue.

Suddenly, James knew it was time. He pulled out of Gwen's ass and stepped up to her mouth. She greedily latched onto his cock with her mouth as the cum exploded. Gwen seemed possessed. She took the whole load without spilling a drop, savoring the last mouthful as usual. She spit shined James' cock without hesitation. The musky taste didn't seem to impede her at all.

James fell down onto the bed, spent. Gwen continued to lick her lips savoring the flavors. This was the nastiest virgin James had ever seen. Hell, this was the nastiest woman James had ever seen. It was even more incredible considering her angel-like appearance.

After a time Gwen said, "That was wonderful, James. When can we do it again?"

James just shook his head and chuckled.

Gwen asked, "What's wrong?"

James finally replied, "You are one hell of a woman, Gwen. You just wore me out and you want more."

Gwen looked confused.

James said, "This was your first time and you want more?"

Gwen nodded with a pout.

James added, "Girl, an appetite like yours will require more than one man."