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This was years ago, but I clearly still think about it a lot. A bunch of friends and I were together drinking/smoking at a friends house while I was visiting from out of town during the holidays. Me and this girl who I was FWB with whenever I was in town were gonna crash/hookup on a futon in his basement that night. Her friend ended up drinking too much and slept on the couch in the same room as our futon.

The girl I was with was a little hippie chick. 22, half-Asian, tattoos, straight brown hair with a few dreads, 5’4”, petite and fit. I’ll call her Kathleen here. Her friend was 23, like 5’8”, BBW, pale, big blue eyes, enormous tits bigger than her head, and a big round ass that she all the time squeezed into tight jeans. I’ll call her Marie here. I knew Marie wasn’t drunk enough to go right to sleep, just too much to drive. I got the feeling she wanted to join us but Kathleen would not have been down with that, even though she was very free spirited.

We begin making out with lots of groping and eventually undressing. She keeps saying we need to be quiet and I assure her we will be. I started by going down on her and all is well when after a couple minutes I heard a single soft moan from across the room. That’s when I started thinking that maybe we were making noise and she could hear us. I didn’t think much of it and I went back to it. Kathleen was all the time so tight and I loved feeling her pussy stretch while fingering her, and then stretch again when we begin having sex. I’d go really slow and just let her ask me for it harder, at which point I would do my thing. Her pussy really grips my fingers as I go in and out, and I occasionally stop fingering her every now and then so I can shove my tongue in her as deep as I can. She would all the time gasp and grab the back of my head when I’d do that which turns me on so much. I kept fingering and sat up for a second and looked over and I saw Marie lying on her back on the couch and her knees up under the blankets. I assumed she was playing with herself as she listened to us. Since I knew she was probably watching and definitely listening I stopped trying to be quiet and started moaning more as I’m fingering, licking, and sucking away. Soon Kathleen says she’s gonna cum, in a very surprised way. She completely forgets about being quiet and loudly says “Keep going, keep going, keep going”. She then grabs my head and pulls my hair and begins shaking uncontrollably. The whole futon was creaking loudly but in that moment, neither of us cared. I kept going until she stopped me, pulling my hair and pushing me off of her. I laid next to her and she grabs and starts stroking my cock. I reach down to keep playing with her clit but she pushes me off. She said she needs a second and as I lay next to her she asks “did you have a girlfriend in high school?” her voice is lightly shaking as she’s still gently quivering. I said “yes-for almost 3 years”, and she said “I knew you must have had someone show you what to do and lots of practice to be that good at going down”. She wasn’t wrong, my ex was very vocal about what she wanted. She said she’s never cum like that before and that I should do that every time now. Ego boost for days! She finally said “I want you right now” but she was still worried about Marie hearing us. I told her that she was definitely sleeping and wouldn’t hear a thing. Kathleen smiles and nods as she grabs my rock hard cock again.

She slides down and puts my now throbbing dick in her mouth. She licks me up and down and spits on my cock and starts stroking. She can only get half my dick down before gagging, but she really enjoys choking and trying to deepthroat me. She says “god you’re rock hard” before she then climbs on top of me and rides me until she cums again. She shakes and convulses as her pussy is literally dripping juices down my cock onto my balls. Then she lays down and I flip over and began dropping my dick into her, hard and slow. She says “too deep!” And I begin teasing her with just half my dick, stretching her out again after her orgasm. I was thinking about how Marie could definitely hear us moaning and hear her friends wet pussy making noise as I slammed into her, and that made my cock throb even harder. I was also thinking about how when Marie heard Kathleen say “too deep!” she now knew I had a big dick. This turned me on so much knowing that I was making Marie wet too as she listened to us.

I eventually flipped her over and as I got up I saw that her friend was half sitting up and openly playing with herself, no blanket. When she sees me turning to look at her in the dark she immediately lays down and pulls the blanket over her. I turn Kathleen to the wall so she can’t see her friend, but so Marie gets a full account view of me fucking her friend in doggy style. I’m squeezing her ass and spreading her cheeks aside as I fucked her hard. I would pull all the way out of her so Marie could see the silhouette of my whole dick, really showing off as much as I could. Then I started lightly choking her with both hands and pounding her and soon she starts quivering and mumbling. She would all the time cum so fast if I choked her. She can’t even get the words out, but I managed to make out “gonna cum” and then she started shaking so hard that I had to grab her hips and pull her to me to keep her from sliding off my cock. It felt like her pussy was a fountain on the tip of my cock. I immediately came so hard as deep as I could in her pussy, and it felt like we took turns pulsing cum on/into one another. Kathleen just kept saying “oh my god…oh my god…oh my god…” as we lied down, me holding her. I laid down so happy and still horny that her friend was watching us. We laid down spooning and she pulls my hand onto her titty and we quickly fell asleep. The next morning Marie was gone but my buddy whose house it was said his Mom could hear us from the top floor and we were in the basement! She didn’t care though, and was giving us cheeky grins as we left the next morning to get breakfast. The end.

NSFW: yes

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