Group Sex The Office Team-Building Day

"I still can't believe he cheated on you with your housemate," I said to Alice as we walked through the lobby of our office building towards the parking lot.

"I know! As if I wouldn't find out! Asshole..." said Alice, wrinkling her brow in disdain.

We were discussing my colleague Alice's recent breakup with her boyfriend Jim. Alice had told me about it last week just before seducing me in my office after hours. It was the first time we'd had sex, and had sparked a torrid affair between us, allowing us to vent the sexual tension that had been building up since she started working at my office. She had stayed at my place for a few nights over the past week, and we had become quite close, not just in terms of our lustful trysts, but as close friends too.

"And you still haven't found a place yet?"

"No, not yet, unfortunately. The bitch stays out of my way when I'm home though. I've hardly seen her. I don't even know if her and Jim are seeing each other."

"That must be difficult. If you want to stay at mine some more--"

"--thanks, sweetie, but it's fine. I can deal with it," Alice said, touching my arm affectionately.

We walked in silence for a time before Alice turned to me.

"The truth is, I do find it difficult. I mean, I can cope, but it would be nice to get some revenge, you know?" she said, looking at me expectantly.

I chuckled.

"What did you have in mind?"

Alice fidgeted and blushed.

"Well... no... I didn't mean--"

"--Oh just out with it, Alice. Do you need my help?" I smiled.

"Yes please," she said innocently, batting her eyelashes. She took my hand and led me to her car.

We arrived at Alice's house and pulled into the driveway.

"Good, she 's not home yet. Come on," Alice said, hopping out of the car.

We entered her house and Alice, kicking off her shoes and throwing her handbag on a nearby couch, led me by the hand to a bedroom on the upper floor. A faint smell of perfume lingered in the air. The room was neat, with a queen size bed, nicely made, and various pictures on the wall. I leaned in to inspect the photos, and saw a young, buxom, blonde girl with massive tits making an appearance in most of them. She was often pictured drinking and partying, wearing mostly low tops and bikinis in the photos, no doubt acutely aware of the impact of her enormous bust. I pointed to one.

"Is this Kelly?" I asked.

Alice was busy looking in a number of drawers in the room. She turned her head.

"Yeah, that's the slut. And yes, I know she has great tits, ok? Probably why Jim went after her," said Alice disdainfully, turning back to her drawer search.

I walked over to Alice as she was bent over a drawer and put my hands on her perfect ass.

"Big tits aren't everything," I said, squeezing her toned buttocks through her tight black skirt and pushing my groin into it.

Alice turned to me and smiled.

"Pull the covers back on the bed," she said.

I shrugged and did as I was told. Alice then pulled a drawer from the dresser and emptied its contents onto the bed sheets. It was Kelly's underwear drawer, and I watched as large bras, panties (mostly g-strings), stockings, and other negligee tumbled onto the bed. Along with it were a number of condoms and a couple rather large dildos and vibrators. Alice looked at me with fire in her eyes.

"You like to cum on girls' panties, don't you? Well you're going to fuck me on Kelly's bed and then cum on her underwear," said Alice, unbuttoning her white blouse.

"With pleasure," I said, kicking off my shoes and removing my socks.

When I looked up, Alice had removed her blouse, and was reaching back to unzip her skirt. With incredible speed she yanked it down and stepped out of it, revealing sexy black stockings and lacy garters around her thighs. Her panties were black and lacy, matching her garters, and her bra was white, pushing her breasts together to create succulent cleavage. She reached for one of her garters.

"No, leave them on. You look really sexy," I said.

Alice blushed and approached me, yanking impatiently at my belt. I unbuttoned and removed my shirt as she removed my trousers. We pressed our bodies together and began making out as she rubbed the growing bulge in my underwear and I cupped and squeezed her bare ass cheeks, feeling her g-string material as it disappeared into her ass crack.

I reached up and unclasped her bra, pulling it down over her shoulders. She cast it aside without breaking our kiss and my hands roamed over her tits, cupping them and feeling her hard nipples poke into my palms. I pushed her roughly onto Kelly's bed and she flopped heavily onto the pile of girls undergarments, bouncing on the mattress, her breasts jiggling. I dove down to her chest, sucking her nipples into my mouth, then kissing my way down her body until I was pushing my lips against the warm and very moist spot on her panties, feeling her soft pussy lips underneath. She began to moan. I rubbed my finger against her crotch, feeling her juices soak through as I kissed her milky inner thighs.

Alice clasped her tits and spread her legs wide, moaning, "Ooohhh, lick my pussy!"

I pulled her panties roughly to the side and inhaled her sweet cunt musk. Using my fingertips, I pulled her pussy lips open and began eagerly lapping her vaginal lubrication, flicking my tongue over her clit rapidly. I pushed my middle finger into her warm, soft depths and stroked it in and out as I sucked her clit hard.

After a few minutes of oral sex, Alice looked down between her heaving titties and pulled at my hair, dragging me up to her mouth where she french kissed me forcefully, licking up her pussy juice from my lips and chin. She even pulled my hand up to her mouth and sucked the finger I had buried in her pussy a moment before.

"Oh god you give good head. Now let me return the favour."

She pushed me to the head of the bed where I propped some pillows up and leaned back. Alice swiftly removed my underwear, watching my stiff cock spring free. She crawled over the undergarments and ran her hands up my legs, looking at me hungrily. She slid her palm up my shaft and gripped it near the top, pulling my foreskin back and admiring my engorged cock head as she fingered my balls.

"Mmmmmm... I still can't believe how big your cock is. How did I even get this in me?!" she said before cradling my dick and licking slowly up the underside of my rod.

Upon reaching the tip, she slipped her lips over my knob and sucked it hard, giving my shaft a few solid pumps. She slid my head out, covered in saliva, and used her hand to slide it down my cock. She looked my in the eye and put my member back in her mouth, then began descending her head on it.

I felt it slide over her tongue and hit the back of her throat. Her eyes watered, but she prevented herself from gagging, and took some of me into her throat. She reached a point where she could go no further, but bobbed her head at this point. The sensation was incredible, and she kept her watering eyes on mine the whole time. When she withdrew my cock, she coughed a bit, then admired the mess of spit going halfway down my column.

"Very good, Alice! I'm impressed!" I told her as she stroked me with both hands.

"I've practiced a bit with one of my dildos," she said proudly. "Maybe some day I'll be able to deep throat you."

She licked my cock up and down, then took me back into her mouth, bobbing her head quickly and stroking it in time with her head. I closed my eyes and savoured the sensation Alice's young mouth was giving my organ. After a minute she sat up, rubbing her spit all over my shaft and balls.

"I can't wait anymore. I need your cock in my pussy. Fuck the shit out of me on Kelly's bed!"

She scrambled up my body and squatted above my member. I pulled her panties to the side as she guided my cock to her opening, desperate to ride me. I penetrated her easily, and she slid the first few inches of my dick in and out of her wet cunt several times before dropping her whole weight on me, my cock penetrating her to the hilt.

"AAAAAHAHHHHH! Shit you're deep!" she screamed.

I put my hands under her ass and helped her up, then began bouncing her on my thick penis. She went along with it, her cute tits bouncing with our rhythm. I played with them as she rode me, pinching her hard nipples, and pushing her breasts together. We fucked like this for about 5 minutes before I threw her off me. She landed on her back, her legs splayed, and I jumped between them mashing my face into her cunt.

"Ooooouuuu, baby!" she cried gleefully as I tongue-fucked her.

I picked up a handful of bras and panties and sat up, rubbing them all over my cock.

"Yeah, get her panties nice and dirty," laughed Alice, as she selected a pink g-string from the pile.

She stripped off her own panties, then, to my surprise, began stuffing Kelly's pink g-string into her pussy.

"Oh my god, Alice! You are nasty!" I said, stroking my dick with a pair of silky black panties.

Alice giggled, and when only a small bit of fabric was showing, she pulled them out and sat up, pushing them into my mouth. I sucked on them, tasting Alice's juices, as I tossed the black panties aside and flipped Alice onto her stomach. I held my cock and guided it into her cunt from behind, thrusting into her hard.

"Yes, baby! Fuck me hard!" cried Alice.

I spat the pink panties out onto Alice's back and held her perfectly shaped ass cheeks as I pounded her. She moaned loudly as I fucked her, our bodies slapping together, causing her buttocks to jiggle tantilisingly. After several minutes, I pulled my engorged cock from her wet pussy and slapped it against her ass cheeks, leaving wet marks.

Alice spun around and put her lips around my dick, sucking it eagerly. I held her chin and brought her up to my face as I stepped off the bed. She knelt in front of me and we kissed passionately as she jerked my cock. Suddenly, I heard a car outside. Looking out the window beside the bed, I saw a blue car pull into Alice's driveway. Alice looked too.

"That's her! Put your cock back in my pussy and fuck me hard. I want her to have a good view when she comes in," said Alice, looking at me with urgency.

I sucked her nipples quickly, then lay her back on the bed. She spread her legs wide, then used her fingers to part her glistening pussy lips. I looked outside again and saw a very buxom, young, long-haired blonde girl in an extremely tight white top and scandalously short frilly jean skirt step out of the car and walk towards the house. I took my knob and pushed it into Alice's velvety depths.

"Aaaahhhh, yes baby! Now fuck me good!" she said.

I put my hands on her thin waist, gripping it firmly, and pushed my cock deep into her. She put her hands above her head, gripping the panties and sheets as I began thrusting into her. We heard a door shut, and I let my hands roam up Alice's thin body, over her tummy and ribs, up to her jiggling tits, pinching her erect nipples as she moaned. I heard keys fall on a table top, then footsteps on the stairs.

"Oh yeah, baby! You fuck me so good!" cried Alice, smiling.

The footsteps paused, then quickly resumed. The door flew open to reveal Kelly. She stopped in her tracks upon seeing us fucking on her bed. Her eyes were as large as saucers and her mouth was agape. She dropped her hand bag without noticing. Both Alice and I looked at her while we continued fucking.

"Alice! What the FUCK?!!!" screamed Kelly.

"This is.. uhn... what you get for... aaah!... for fucking my boyfriend you bitch!" said Alice between moans and thrusts of my thick penis into her bald pussy.

Kelly still had not moved. Her mouth opened and closed as she looked at Alice, then at me, the back to Alice.

"You can't just fuck in my bed! Stop! Stop it, you slut!" cried Kelly.

"You're the slut! And we're going to keep fucking until he cums... ooohh... so deal with it!" Alice looked back at me beaming and gripped my hands as they fondled her tits.

Kelly made a few feeble protests, then strode up beside me, her enormous breasts bouncing in her tight white t-shirt. She put her hands on my shoulder and attempted ineffectually to push me away from Alice. I held Alice's hips again, and Kelly could not pull us apart. She put her hands on my chest and tired again, without success.

"Stop! Stop fucking on my-- oh my god, is that my underwear?!" She had noticed the pile of bras and panties below and around Alice.

"Yes, and he's going to cum all over them when we're done fucking," said Alice defiantly.

Kelly blinked rapidly, then looked at me. Her mouth moved again, but no sound emerged. Her hands were still on my chest, and she looked at them, then down my torso to my cock, which was still stroking in and out of Alice at an even pace.

Kelly's eyes softened and her hands slowly slid down my chest and over my abs. She lifted her left hand to her mouth as her right hand slid down to my abdomen, just above my pubes. It rested there, being carried along by my thrusts. I had moved my arm out of the way behind Kelly. I looked at her tits as they stretched the shit out of her top. I saw her nipples begin to harden as she stared at my thrusting member, sticking out noticeably from the fabric. She was quite obviously not wearing a bra.

"He's a lot hotter than Jim, isn't he?" said Alice, smiling.

Kelly quickly looked at Alice, then at my face. Alice took the opportunity to introduce us.

"Very nice to meet you, Kelly," I said, and took her hand, shaking it without breaking my thrusting rhythm as she stared at me, not able to grasp the strange situation in which she found herself. She suddenly pulled her hand back, as if scalded. Her breasts wobbled.

"You want to.. .aaah... fuck him, don't you, you slut? You want his huge cock in your... uhn.. in your pussy!" moaned Alice.

Kelly jumped at me and put her arms around my waist, pulling me back hard. I lost my grip on Alice and slid out of her, tumbling to the floor. Kelly dodged my fall and jumped on the bed between Alice's legs and began swinging her arms, trying to slap Alice. Alice threw her hands up in front of her face to defend herself from the sudden onslaught.

I jumped up off the floor and grabbed Kelly around the waist, pulling her off Alice, kicking and screaming. Alice jumped off the bed on the opposite side and I threw Kelly onto the bed and stepped back. Alice raced around the bed and stood behind me, putting her hands on my shoulders.

Kelly's shirt was pulled up so that I could see her stomach and the bottoms of her bulging tits. She sat up and leaned back on her arms, her breasts bulging out even more, as her eyes locked onto my erect penis. Her eyes widened as her mouth dropped open.

"Oh... my... god..." she said, staring.

Alice emitted a low chuckle and stood beside me with her hands on her hips. Her blonde hair was tousled, her chest and face were deeply flushed, and her nipples stuck out sharply from the soft curves of her modest but perfectly shaped breasts. She wore a self-satisfied smirk.

"What's the matter, slut? Cock got your tongue?" said Alice.

Kelly jerked her head toward Alice, scowling, but quickly looked back at my massive dick.

"It's definitely bigger than Jim's, isn't it? He knows how to use it a lot better than Jim too," continued Alice, putting her arm around my waist and pressing her body against my side.

I put my arm around her shoulders as she trailed her other hand down my stomach, her fingertips walking up my erect shaft. Reaching the tip, she wrapped her fingers around it as far as she could (her small hands could not touch around the thick circumference of my girth) and squeezed it, my cock head bulging and a drop of pre-cum oozing from the tip.

Kelly continued to stare, her large chest rising and falling as her breathing quickened. I noticed she was blushing furiously. Alice slid her hand down my slick rod, sending a wave of pleasure through me. Kelly's short skirt had ridden up, and I saw a sliver of black material at her crotch. Alice cupped my balls, rolling them in her palm, before moving her hand back up and bouncing my cock on her flat palm.

"You want it, don't you? I bet your slutty little mind is thinking about how good this big dick would feel sliding into your ass," Alice said, smiling devilishly.

As if she had guessed her thoughts, Kelly blushed again, then looked up at me. Alice pulled me forward towards Kelly's bed. Kelly spread her knees slightly and I saw more of her black panties revealed under her skirt. Alice, her warm body still pressed against my side, began gently stroking my cock, her fingers barely touching my shaft.

"Look how big and hard he is. And let me tell you, honey, when he pushes this cock inside you... filling you... stretching you..."

Alice gripped me more firmly as she continued to stroke me. Kelly's eyes had wandered back down to my penis. Her chest was absolutely heaving as she breathed, almost panted, gazing at my manhood. Alice walked me forward until my leg touched the side of the bed.

Kelly's legs parted even further as one of her hands wandered to her tummy and up to the bulging flesh of her underboob. She seemed unaware or unconcerned that her massive tits were nearly exposed; she merely stroked her full curve with her fingertips. Crouching down next to the bed, Alice looked up at me with smiling blue eyes and licked her upper lip. She licked the underside of my shaft and kissed the tip softly. With her other hand she touched Kelly's leg, sliding her hand slowly up her thigh. She looked back to Kelly.

"If you behave yourself you can watch me suck it. Would you like that?"

Kelly looked at Alice and nodded quickly. Alice giggled as she licked my dick head, swirling her tongue around the tip. Her right hand stroked me as her left hand crept slowly up Kelly's inner thigh. After tickling my dick head with her tongue, Alice pursed her lips and sucked the tip of my penis into her mouth. Her hand worked my shaft quickly and efficiently. She looked up at me as she began to bob her head on me, taking more of my cock into her warm, wet mouth. Meanwhile, Kelly watched, transfixed, as Alice gave me head, distracted enough not to notice Alice's fingers brushing the folds of her skirt up, exposing her panties. Kelly parted her legs even further and squeezed her breast as she watched Alice suck my cock.

I moaned as Alice slid my dick further down her throat, still looking up at me through misty eyes. She pumped my shaft as her fingertips pressed against the crotch of Kelly's panties. Kelly gasped and reached down, lifting her skirt up to see what had touched her groin. She saw Alice's fingers pushing against her, then looked up at us, puzzled, but aroused. Alice slid my cock from her mouth and spread her saliva along my length with her hand. She looked at Kelly.

"Oooouuu! Someone has soaked through her panties! Are we turning you on, you little slut?" said Alice as she pushed her thumb against Kelly's moistness, rubbing it about.

Kelly looked back down to her groin, and I saw her hips rotate ever so slightly forward.

"Do you like that?" Alice said sweetly, smiling at Kelly.

Kelly made no response, but continued to stare at Alice's hand as it massaged her pussy through her wet panties.

"I think slutty Kelly likes getting touched by a girl," said Alice, looking back at me.

"She's definitely not stopping you," I said. "But I think she should join the party a little more. Why don't you show us your tits, Kel? They're nearly out as it is. Pull your shirt up and let those lovely breasts free."

Alice looked up at me quickly. I smiled down at her and ran my fingers through her hair, reassuring her that she was the one I wanted. She smiled and kissed my balls.

Turning back to Kelly, she said, "If you want to keep watching us, then you'll get those big tits out now."

Letting the hem of her skirt fall back down, she slid her hand up her tummy and up onto her melons. She looked back and forth to Alice and me, then looked down at her large chest and took the hem of her t-shirt, pulling it up slowly. The material, wrapped tightly around he bosom, held fast at first, pulling her heavy breasts up with it. Soon though, gravity took its course, and her tits slid free of the thin cotton, literally bouncing into view. They were enormous, round, and hung beautifully on her chest--not perky like Alice's, or perfectly shaped, like Courtney's, but they were as tits should be: big, buxom, and bouncy, with pert pink nipples capping the bulbous mammaries. Her skin was nearly as pale as Alice's, but where she was blushing: on her chest, neck, and cheeks.

After Alice and I stared at her lovely tits for several moments, Kelly became self-conscious and cupped her hands over her bust.

"Oh don't cover them, Kel. I have to admit that you have amazing tits. I can see why Jim was attracted to you," said Alice, sounding slightly bitter.

I noticed that Alice was still rubbing Kelly's panties.

Finally, Kelly spoke: "Alice, I didn't go after him. When you went away to visit your family he told me you two broke up. We got drunk one night and slept together. When I found out you were still together, that's when I told you about what happened, but you didn't listen. I never wanted to be with him, and I haven't been with him since."

We all froze as Kelly recounted her tale. Alice sighed.

"I guess it doesn't matter. We were having problems anyway."

There was a long pause.

"Well, I think we can all agree that Jim's a prick. Now, I think maybe you girls should kiss and make up," I said cheerfully.

Both girls' heads spun to look at me. Kelly, still clutching her tits, looked shocked, while Alice smiled.

"Would that turn you on, seeing us kiss?" said Alice.

"I would like nothing more," I admitted.

Alice kissed my knob, then sat on the bed next to Kelly. Kelly looked at Alice's naked body, then to her pretty Scandinavian face. Alice put her hand on Kelly's left arm, moving it away from her breast. She did the same to the other arm as Kelly leaned back on her hands, her breasts bulging outwards, her nipples hard. Alice stared at her lovely tits, then looked to me.

"Don't just stand there, babe, stroke it for us," she said.

I happily obliged, jerking my dick back to rock hardness.

"She's got great tits, doesn't she?" said Alice, with a touch of envy, as her fingers circled Kelly's areola.

"Absolutely fabulous," I replied.

Alice's hand traced a line up the curve of Kelly's bust to her neck, finally resting on her cheek as she leaned in. Kelly hardly moved, but closed her eyes as the girls' lips met, kissing softly at first with a few small pecs. Alice leaned in harder and pressed her mouth against Kelly's, finally forcing her mouth open and sticking her tongue in. I watched the girls' tongues slide against one another playfully as they made out.

Still kissing her, Alice's hand made its way down her chest, squeezing her tit firmly before continuing down to her skirt. Kelly, anticipating Alice's movements, squirmed and hooked her thumbs in her waistband, tugging the skirt free of her hips and sliding it down her legs and onto the floor, all without breaking the girls' kiss.

I watched Alice rub the wet spot on Kelly's panties as Kelly emitted a muffled moan. Alice's hand moved up, then slid down again between Kelly's open legs, and into her panties. Her hand began to work underneath the black material in a rhythmic manner. Kelly moaned louder and squirmed as Alice digitally stimulated her.

"Alice, you're very good at this! Have you been with a girl before?" I asked, excited by the girl-on-girl action.

Alice stopped kissing Kelly and looked at me, red-faced.

"No, actually. This is my first time." She looked back to Kelly, who returned her lustful gaze. "But I've always been curious. Am I doing ok, Kelly?"

"Y-yeah... it feels really good," said Kelly, making faces as Alice's hand squirmed in her panties.

I sat on the bed beside Kelly, opposite Alice.

"Have you been with a girl before?" I asked Kelly.

She stared at my waving cock as she answered.

"I've, like, kissed girls before, but I've never, like, done stuff with them."

"Until now," I said, running my hand through her long blonde hair.

Alice giggled.

"Why don't we get you naked," she said, and quickly slid down Kelly's body, deftly snatching her panties as she slid down Kelly's legs.

Kelly cried out in surprise and tumbled back on the bed, her tits jiggling, her legs in the air, then quickly crossed them and covered her breasts with her hands.

"I think it's a little late to be bashful, sweetie," I said, as Alice hopped back on the bed across from me.

We both looked down at Kelly's prone body, deciding what to do next.

"You've been staring at his cock for a good while now, Kelly. How would you like to touch it?" said Alice, following Kelly's obvious gaze.

"Um, c-can I?" She released her left tit and reached out tentatively towards my member, looking up at me.

"I insist," I said, putting my hands on my hips.

Kelly put her hand around my shaft, squeezing it gently. Her eyes widened.

"Holy shit, you're big," she said.

"You've got some big assets too," I replied, squeezing her tit and pinching her nipple.

"Well don't just hold it, stroke it! Jerk him off," insisted Alice, smiling at me, her hands on her thighs.

Kelly obeyed, stroking my length in long, slow movements as she stared at my throbbing cock. Alice took Kelly's other hand off her tit and moved it between her legs.

"And with this hand, you can play with me," Alice said, directing Kelly's hand to her moist, bald pussy.

Kelly went along with it, tickling Alice's pussy lips before inserting two fingers into her wet snatch.

"Mmmmmm, yes baby, finger me," moaned Alice.

Kelly looked back and forth between Alice's pussy and my cock as she pleasured us. She pulled me closer and smacked her tit with my cock, causing ripples of flesh across her pillowy breast. I reached over and squeezed Alice's small tit, tweaking her nipple, then we both reached down and molested Kelly's tits, roughly squeezing them, slapping them, and pushing them together. Kelly's hands worked faster on our genitals.

"Oooohhhh fuck... Kelly you're really getting me off," said Alice.

"Your pussy is so wet," replied Kelly.

Alice moved quickly up to Kelly's head and straddled it, facing her feet.

"What are you--" Kelly's comment was interrupted as Alice planted her moist cunt on Kelly's face.

"Let's see if you're as good with your mouth as you are with your hands," Alice said, grinding her pussy on Kelly's mouth.

"Mmmmmph!" was all Kelly could manage.

She reached up to push Alice off, but I grabbed her hands and held them to her sides against the bed. Then I straddled her, facing Alice, my knees on top of Kelly's arms, and my cock resting between Kelly's massive tits. I put Alice's hands against the sides of Kelly's breasts and pushed them together, squeezing my cock in a busty embrace. Alice laughed and lifted her pussy enough for Kelly's to gasp for air.

"Aaah! What are you doing?!" cried Kelly.

"We're going to use you, slut. We're going to use your sexy body to get us off. What do you think of that?" I said.

"I... I..." stammered Kelly.

Alice mashed her cunt into Kelly's mouth and rolled her hips, spreading her pussy juice over Kelly's face.

After a few moments, she lifted herself up. Kelly was breathing rapidly, and I could feel her tits swell around my cock.

"How do I taste, Kelly?" asked Alice.

"Mmmm... you... you taste good..." she admitted.

"I think she likes you, Alice," I commented.

Alice pinched Kelly's nipples hard.

"AAah! Are you going to fuck my tits while she makes me eat her pussy?" Kelly asked me in an innocent voice.

"Yes I am. Then I'm going to fuck you in the ass."

"What?! B-but you're so big!" cried Kelly.

Alice became excited by this.

"Oooou! I can't wait to watch you stretch her asshole with your huge cock!" she said gleefully, then descended on Kelly's face again.

Kelly's jaw worked as she tongued Alice's wet cunt. I began thrusting into Kelly's bosom, which Alice held firm in her hands. I pinched Alice's hard, protruding nipples and leaned in to kiss her hard on the mouth.

"Do you like your pussy getting licked by a girl?" I asked Alice, pulling her nipples.

"Oh yes, she's good," she responded breathlessly.

She looked down.

"How do her tits feel wrapped around your cock?" she asked me in return.

I thrust rhythmically into Kelly's squashed tits.

"They feel amazing. So soft and warm."

"I wish I had tits like hers..." lamented Alice.

I dipped my head down and sucked each of her nipples in turn.

"Alice, you have beautiful breasts. They're just perfect. I wouldn't want yours any other way. These soft curves..." I traced my fingers underneath her titties, then in between them. "... these small, hard nipples..." I rolled them in my fingertips. "... the way they make this sexy little bit of cleavage when you're in your bra or bikini..." I pushed her breasts together gently and licked her shallow cleavage. "... just perfect," I finished.

Alice was beaming and blushing. She released Kelly's tits and put her arms around my neck, kissing me as she gyrated her hips with Kelly's oral administration. After a time, we broke apart.

"Now turn around so I can get a good look at your equally perfect ass, baby."

Alice spun around quickly and bent over, sticking her sexy arse in the air with Kelly's head between her knees. I grabbed Kelly's massive tits roughly and stuck my cock back into her cleavage, thrusting forcefully.

"Oh! You're fucking my tits so good!" said Kelly. "Your cock feels so good sliding in between them."

She watched me thrust into her busty rack for a few moments, then looked up at Alice's pussy.

"I want to taste your pussy again, Alice. I think I was getting the hang of it."

"Be my guest, sweetie. See if you can make me cum on your face," said Alice as she lowered her glistening pussy lips down to Kelly's mouth.

Kelly dove he tongue into Alice's snatch enthusiastically as Alice emitted a high-pitched moan and tossed her hair as she curved her back, sticking her beautiful ass in the air. My cock grew at the sight of Alice presenting herself as Kelly ate her box. I released Kelly's arms and moved forward, slipping my cock head in between Kelly's tongue and Alice's pussy.

"Ooouu.. did I get you excited, baby?" said Alice.

I felt Kelly's tongue wildly tickling my glans as her hand reached up to play with my balls.

"I can't help myself, Alice. Your ass is just too perfect. I need to fuck you again," I said, enjoying the warmth of Alice's pussy lips and Kelly's tonguing.

"Fuck me, then, sweetie. Fuck me hard while Kelly licks my clit."

I felt Kelly's tongue push my dick head into position at Alice's moist opening. Wasting no time, I gripped Alice's skinny waist and thrust into her, feeling Kelly's tongue run the entire length of my shaft. When I had penetrated Alice deeply--to which she cried out in ecstasy--I felt Kelly tickle my balls with her tongue. I moaned loudly, the sensations in my loins causing me intense pleasure. Alice looked down her body to her pussy.

"Stop licking his balls and get that dirty mouth on my clit, you slutty bitch!" yelled Alice.

Kelly must have done what she was told, as I no longer felt her stimulation on my nut sack. I began fucking Alice hard, thrusting quickly and deeply, jolting her body every time my thighs connected with her luscious ass. It didn't take long before she was on the edge.

"Ah! Ah! Ah! Oooooh gooood that feels so good! Keep fucking me... I'm going to cum!" she cried.

I banged Alice hard and fast, feeling her pussy tighten as she came, my balls slapping loudly against Kelly's chin. Alice collapsed face-first onto a pile of Kelly's panties as she gasped and panted, shivering from her orgasm. I kneaded her beautiful ass cheeks as I slowly withdrew my cock, which was dripping with her pussy juice. Alice fell forward, exposing Kelly's face below, which was spattered with girl cum.

I dropped my heavy cock onto her face and rubbed it roughly against her pretty cheeks and lips, occasionally smacking my helmet off her forehead. Instead of resisting, she squeezed her eyes shut and stuck out her tongue, seeking my member. I pressed my dick head against her waving tongue and she eagerly sucked it into her mouth, her cheeks pulling inward. She opened her eyes and put a hand around my shaft, pumping it as she sucked Alice's cum off my cock head. Alice had turned over, and lay stretched along the length of Kelly's bed, her head resting on her hand, her other hand absently playing with Kelly's wavy blonde hair spread over her underwear.

"He's got such a nice big cock, doesn't he? Do you like sucking my cum off his penis?" asked Alice.

Kelly slipped my cock head from her mouth, but continued to masturbate me.

"Mmmm, yeah. You taste so good, Alice."

"Would you like that big cock inside you?" asked Alice.

Kelly looked up towards Alice, still stroking my shaft.

"Yes! Fuck me with that huge cock!" said Kelly excitedly, looking back to me.

I moved beside Kelly and helped her to her knees. I embraced her tightly, feeling her enormous breasts press against my chest as I kissed her hard, grabbing her ass and pushing my dick against her wet groin.

"Show me your ass, baby," I said softly.

She smiled and turned, getting down on all fours.

"Are you going to fuck me doggy-style?" she asked.

"Yes I am," I said, winking at Alice.

She caught my meaning and shuffled over to us, putting her hand on Kelly's lower back as she curved it, offering her plump ass to me. Alice bent down and put her cheek against Kelly's bottom as I guided my dick to her mouth. She sucked it eagerly, coating it with spit. I spread Kelly's ass cheeks with my hands, exposing her anus, as Alice spit a large gob onto it.

"Oh! What are you doing?" said Kelly nervously.

"I'm doing what you said. I'm going to fuck you from behind. I'm also going to do what I said earlier: I'm going to fuck you in the ass," I replied as I pressed my wet dick head against her puckered rosebud.

She jerked forward, away from my impending penetration, but Alice pushed her down onto the bed. Her breasts pillowed out from underneath her as she struggled weakly.

"I thought you said you wanted his cock," said Alice, leaning down to look Kelly in her frightened eyes.

"I... I do... but not in there... it'll hurt!" she whimpered.

"Have you had anal before?" I asked.

"Well, yes, but... your dick is so big!" she blurted.

"Then we'll ease you into it," said Alice, as she reached back and thrust two fingers into Kelly's anus.

"Aaah!" cried Kelly.

Alice twisted her fingers about, then forced a third finger in. I watched Kelly's butt hole get penetrated by Alice's fingers as I pushed my cock underneath her, rubbing it on her wet pussy lips.

"Your ass isn't so tight. I think you can take him."

Alice pulled her fingers out and spread her butt cheeks wide, pushing Kelly down against the bed so she wouldn't struggle. I held my cock out and gently rubbed my dick head on her asshole.

"Ooohhh... p-please be gentle," murmured Kelly.

Alice put her thumb square on my dick head and pushed it like a big, fleshy button against Kelly's lubed anal hole. It popped in with little resistance and Kelly moaned.

"I knew you would like it, you little slut!" squealed Alice as I pushed an inch into her bottom.

I saw Kelly's hands grab fistfuls of her comforter as I pushed my dick further into her ass. Alice reached under my cock and found Kelly's pussy, her hand working at her mound as I pushed into Kelly's bottom again.

"Ooooooh fuck! Aaaaaahhhhh!" moaned Kelly as she tossed her head and looked over her shoulder.

Her brow was knitted as she attempted to see how much I had penetrated her soft anal depths. Her ass squeezed my member tightly and I smacked her buttocks in appreciation.

"How does it feel, slut? Do you like getting ass fucked by his huge cock?" asked Alice gleefully.

"Oh god... oh fuck... it's... it's fucking amazing... it feels so fucking good!" moaned Kelly.

Alice seemed surprised by her response, and somewhat disappointed. She seemingly wanted to hurt Kelly for sleeping with her man. She pulled her hand out from under Kelly and put it on my ass, pushing me hard down towards Kelly's sprawled form. I fell forward, my cock sliding deep into Kelly's full bottom, catching myself with my hands on the bed next to Kelly's bulging tits.

"AAAAAAAAH!" Kelly screamed as I skewered her ass.
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