A Friend in Need

I've been dating my girlfriend, Amanda, for about 5 years now. I love her dearly: she appreciates my odd sense of humor, does her best to cheer me up when I'm feeling down, and compliments me in every way, except one. Her sex drive just can't seem to keep up with mine. As a 25 year old man, I'm always ready to go it seems. She loves to flirt, giving me the eyes, subtle winks and nods... but rarely actually wants to get down and fuck. Once a week, maybe... and it's gone for a month at a time without any. She just doesn't seem to realize it, it seems.

Recently, we had a little fight - I went to visit her at her mother's house, and forgot to bring the condoms. After a heavy makeout session, and me going down on her for 20 minutes, making her cum repeatedly, she decides she wanted to tease me. She starts sucking me, but then stops, saying my punishment is that she's not going to let me cum. Fuck that shit. For as rarely as she gets me off already, I'll be damned if I'm going to be teased like that. I got up and left the room. She follows me and we finally talk about how frustrated I am with her sexually. I hadn't wanted to bring it up before. I mean, I don't want to ruin a great relationship with something as trivial as sex... but hell, to a 25 year old guy, what good is a relationship without sex?

So here we are, about a week after our argument. We're lounging around my house, with her best friend Amber. We've been watching the Planet Earth documentary series, me and Amanda curled up on one couch with Amber on the other. Amanda had been lightly rubbing herself against me throughout the morning, and it had gotten my appetite sparked. Unfortunately, with Amber there, I knew there was no chance of anything happening. Eventually, I excused myself to go take a shower, figuring some alone time under the water would take my mind off things.

As the steaming water washed over me, I was starting to relax, when I heard the bathroom door open. Being a one bathroom apartment, I never locked the door when guests were over, just in case. I heard some rustling around, of clothing being removed, and I figured Amanda was coming to join me. "Hey babe, did Amber go home already?" I called out.

The answer was soon made apparent as the curtain was pulled open, and Amber slid into the shower next to me. I stood there in shock as my eyes took in her naked body. She's about 5'4", with a very athletic build. I'd always thought her legs were great in shorts, but they looked even better running up to a carefully trimmed landing strip. Her belly was tight, from the hours of swimming she did every day at water polo practice. Her breasts were small, probably a 32B, but with wonderful nipples that seemed to look up at me. Topping it all off was her shoulder length blonde hair framing a pretty face. The smile on her face told me she didn't mind my lecherous gaze in the least, and she stood there a moment letting me stare at her before she pushed me to one side to get under the water herself.

"So, Greg (that's me), Amanda says you've been rather frustrated lately in the bedroom department. She asked me to step in and help you out with that" she said calmly as she let the water run over her. Her hands ran over her head, wetting her hair, then down her chest and stomach, before leaving her body and reaching for my quickly growing cock. A couple quick strokes brought me to my full seven inches, and her eyes never left mine as she dropped to her knees in front of me. She slowly ran her tongue up my length, but all I could wonder was where Amanda was?

"I'm sorry, I can't do this" I said quickly as I pulled myself away just before she took me into her mouth. I jumped out of the shower, and left the room, still dripping wet as I went looking for my girlfriend. I found her curled into a ball on the bed, shaking silently in tears. Jumping down behind her, I wrapped my arms around her, and could feel her stiffen against me as the moisture on my body soaked through her clothes.

"What are you doing here?" she asked. "I thought you would jump at the chance to get your dick sucked by another chick" she sobbed.

"Amanda, she's pretty, but I love you"

"So? I obviously don't have it in me to satisfy you, so I figured you'd like someone else to do it."

"Babe, honestly, it's all I could do to say no. But I love you, and you're the one I want to be with."

She rolled over, wiping the tears away from her face so she could look me in the eyes. "Really?"

"Really, really" I said, and smiled as I saw the corny movie reference hit her and lighten her mood a little. She leaned in to kiss me, gently at first, then deeper. My hands pulled at her, bringing her closer to me as we kissed. Her body ground against mine, and she registered my hard cock pressed against her. Her hand dropped between us, squeezing me gently.

"So, is this for me, or for her?" she asked teasingly, and I could see the lust starting in her eyes.

"Well, maybe a little of both" I replied in the same joking tone. The smile on her face stayed as she started stroking me.

"So, did she touch you?"

"Yes, just like that"

She started moving her way down my body. "Did she lick you?" she asked before lightly running her tongue around my head.

"Yes, but she licked me all the way, bottom to top" I replied, and watched in wonder as she did the same.

"Like that?" she asked.

"Yes, but she was naked, too"

"Well, we'll see if I can match that" she said as she released me and peeled off her top. Her 34Cs came bouncing into view, her large puffy nipples standing out from her pale skin. She then stood up and stripped off the PJ bottoms she wore around the house, revealing her shaved slit. Kneeling back down between my legs, she licked me again, just like Amber had a few minutes ago. "Is that better?" she asked.

"Much better, thank you"

She placed her lips on the top of my cock, and slowly took just the head into her mouth, swirling her tongue around it and making me moan before releasing me. "Did she do that for you?" she asked?

"No, I left to find you before she could get that far."

"Really? We might have to fix that then" she said as she jumped up and left the room. My mind spun as I took in what she just said. I heard the shower stop, and just a minute later both naked women bounced into the room. Amber walked over to the bed, and stood over me, looking down at my cock and licking her lips.

"Looks like I get to help you out with that after all, whether you like it or not" she said as she sat down between my legs. Her wet hair fell over my thighs as she positioned her mouth to take me in. Amanda lay down next to me, one hand stroking my hair, the other reaching down to brush Amber's hair out of the frame as she slowly started sucking the head of my cock.

"Wow, so this is what you see when I go down on you, Greg? No wonder you like it so much, that's a wonderful sight." One of my hands went down to join hers in running through Amber's wet hair as I turned to kiss my girlfriend. My other slid down her body, reaching to finger her slit, but she stopped me. "Did you finger her yet?" she asked. She smiled as I shook my head, confused. "Then you can't touch me down there, either" she teased.

The light dawned in my head - she wanted to continue the friend-first game! "Well then, I guess I shouldn't have kissed you yet, either? And for that matter, now that she's sucked my cock, how about you go down there, too?" I said, starting to take control of the situation. My hand in Amber's hair pulled her head to the side, as my other hand pushed Amanda's head down beside her. Their eyes met, then turned to look up at me as they both stuck their tongues out to lick me. I pulled Amanda's head up to the tip of my cock before pushing her down on it, forcing myself halfway into her mouth. Amber's tongue flicked against the base of my shaft, before dancing down against my balls. The sensation of two mouths on me was quickly going to be too much to take, so I pulled on Amber's hair, pulling her up against me to kiss her. Her mouth against mine made a good distraction to keep myself from cumming too quickly, but I had other ideas in mind.

"I want to eat your pussy" I whispered in her ear, and she quickly rotated up her body to position her clean smelling hole above my mouth. My tongue slid gently around the sides of it, teasing gently, while she lowered her mouth back down to my cock in the 69 position. I love eating pussy, and I was relishing the taste of a new one while I had both women going down on me.

Even though my view was blocked by Amber's cunt, I could tell who was who by how far they could take me - Amanda could never get more than half of my length in her mouth, but Amber could easily take in all seven inches. I would moan into her muff every time she did, causing her to moan around me in response. After only a few minutes of them trading off, I could feel myself getting close. I pulled my tongue out of her juicy cunt just long enough to warn them that I was going to cum soon.

Amanda pulled her mouth off of me and started to stroke me; she had never let me cum in her mouth before, so I kind of expected it. Amber, however, quickly replaced her, with her tongue dancing circles around my head as I exploded into her mouth. I felt her body shift as she swallowed my load, then cleaned me off with her tongue again. "I need to get fucked" she told Amanda, "Help me keep him up." And together, they licked me to make sure that my erection would stay around. I don't think I really needed the help, having two horny women in bed with me was enough to keep me going, but I wasn't going to tell them that.

Amber quickly slid down my body, and holding my cock straight up, positioned her pussy at the tip. Facing me, she slowly rubbed it against her outer lips, before dropping down on it. Even though I had just cum, the sensation of a brand new, dripping wet pussy suddenly wrapped around me was enough to make me groan aloud. Amanda fixed that though... she soon replaced her friend's snatch by sitting on my face as well. Her pussy was soaking - she was incredibly turned on, and she was moaning at the feel of my tongue before Amber had even started to really ride me. Amber's pussy was great - even though it wasn't quite as tight as Amanda's, I could feel her squeezing it around me as she started to fuck me slowly. I wish I could have seen her riding me, but i wasn't going to complain as I buried my face into my girlfriend's pussy.

Amanda's always been able to get off quickly when I ate her out, but I had an idea. "Hey Amanda, when I was eating her out, she was licking my cock, too. How about you get to work?"

She stiffened above me. "She's using it right now, can't I get you back later?" She'd never expressed any interest in women, and obviously didn't want to try now, but I'm an asshole, and at the time, a very horny one.

"That depends, do you want me to let you cum?" I asked back? Hearing a sigh of resignation, she leaned forward, bringing her mouth down to where my body and Ambers met. With the slow ride Amber was giving me, i had plenty of time to feel Amanda's tongue start running around the base of my cock. "Now that's not so bad, is it?" i asked, knowing she had to be tasting her friend's juices as they ran down my shaft.

"No, not really" she paused long enough to say. "Now it's your turn to get back to work." And I happily did, finally paying enough attention to her clit to allow her to build to an orgasm. I stalled her right before she could though, teasing her; I've always loved being able to make her cum whenever I want her to, not when she does.

"Not until Amber cums babe, you know that" was the inevitable response. I could hear Amber laughing as she continued to slowly ride me.

"I'm enjoying the slow fuck though, I don't really want to speed it up. And I don't think I'm anywhere near cu..." She stopped speaking as Amanda started attacking her clit with her tongue, and from the sounds of the moans that coming from both of them, I think they were each enjoying it. Soon I felt Amber's juices gushing down my shaft as she came, and Amanda's tongue hurried to clean them off of me. She must have been using her fingers to rub Amber's clit, because I quickly felt Amber start to squirm on my cock again.

True to my word, I began licking out Amanda with gusto, giving her the promised orgasm she'd worked so hard for. Her body started to spasm on top of mine as it hit her, until she went limp on top of me. Amber had stopped moving after her second orgasm, too, leaving my rock hard cock still inside her. I flexed my muscles, making it twitch in her pussy, and she jumped a little before giggling and sliding off. "Now that was a good ride" she said as she collapsed next to us.

I wasn't quite yet done though, and I pulled Amanda's head to my cock again, making her clean her best friend's juices off of it. I lifted her body off mine, and lay her down on her back next to Amber. Positioning myself between her legs, I slowly pushed my cock into my girlfriend's pussy, leaning down on my elbows and kissing her as I eased myself all the way inside. Grinding against her, our pubic bones pushing against each other, making her moan again.

Easing out, I left just the tip inside her, as she groaned. "Put it back in me" she begged, and I did, ramming it home with enough force to push her up against her friend's belly. Amber was lightly running her fingers over her pussy, a sight which Amanda noticed, and with a quick glance and a smile back at me, she repositioned her head so she could lick across Amber's slit.

Amber moaned in surprise for a moment, then sat up, placing her pussy right above Amanda's mouth, facing me. I kept on fucking Amanda, enjoying the sight of her tongue on Amber's clit. I grabbed Amber by the neck, and leaned forward, kissing her, then sucking on her bouncing tits. It didn't take long before she was shuddering again with a small orgasm, she leaned forward into me while she recovered. Amanda kept at it though, not giving her a chance to relax, and Amber decided to return the favor.

Pushing me backwards a little bit, she positioned her head at Amanda's pussy in the 69 position again, and with my cock still halfway inside my girlfriend, she started licking us both. I started to fuck again, slowly, and between my cock and Amber's tongue on her clit, Amanda was soon climaxing again.

I was on the verge by this time, too, and both girls must have sensed it. I tried to fuck her faster, but Amanda pulled off of me, and started sucking me. Amber knelt behind her, fondling her tits, as I came closer. "I'm going to cum" I warned Amanda, expecting her to pull her mouth off me, but she kept on sucking, and started swirling her tongue around the head of my cock as I shot my load into her mouth. I stood there for a second, then collapsed on the bed next to them. The girls just giggled, and cuddled up next to me, one on each side, and we lay in a sweaty exhausted pile until we dozed off.

I woke up an hour or so later, both girls still curled up, and started disentangling myself to get up. Amanda woke up and groggily asked me where I was going. "I'm going to take a shower again babe... I never did finish my last one."

She chuckled. "Be careful, you know what that can lead to..."