Friends with Benefits

Kristen and Dave and I had an understanding. They were in love and together forever, but they liked to have some fun sometimes with more than just themselves.

We were hanging out together, as usual (we were all good friends), when Kristen snuggled up a bit closer to me on the couch and rested her head on my chest, her hand on my thigh. I smiled over at Dave and stroked her hair slowly, the way she liked, and she sighed and nestled in a bit more. Her hand lifted my skirt and moved up between my thighs, stopping just short of my panties, and Dave shifted a bit in his seat. His eyes were focussed on my barely parted legs, so I spread them wide for him and he groaned, hand dropping to the front of his pants of he gazed at my blue cotton panties.

Kristen looked over at him for a moment and a mischievous look passed over her face. She sat up a bit straighter beside me, hand still high up between my legs, and looking once more at Dave to be sure she had his attention, she turned to me and kissed my lips. It was a soft, almost chaste kiss that was over as soon as it was begun, but I would have none of that. I took her head in my hands and brought her face back to me, licking her lips and staring in her eyes before slipping my tongue into her mouth and kissing her deeply.

She sighed against my lips and soon we were in a tangle of tongues, each kissing the other more deeply. Her hand finished its journey and pressed against my aching wet cunt, one finger making its way into my panties and sliding up and down my drenched slit. I turned slightly towards her, spreading my legs as far as they would go and cupping her tit in my hand, pinching and pulling on the nipple the way she liked, kissing her until neither of us could breathe. We parted, panting heavily, and looked over at Dave. He had his cock out and was stroking it slowly, and he motioned for us to continue.

Looking back at Kristen, I just had to have more of her. She pulled my panties aside and added a second finger to her teasing of my pussy while I unbuttoned her shirt and pulled it aside. Pushing her back against the arm of the couch, I crawled over top of her, my ass in the air, and pulled a breast free from its confinement so that I could get my lips around the nipple. She gasped and arched her back as I began sucking and biting the sensitive tip. Her hand fell from my pussy as I brought out her other breast and pinched the nipple to hardness, rolling it between my thumb and forefinger and pulling it to give her the pleasure of a little bit of pain. Her hands tangled in my hair as she kept my face glued to her breast, her body thrashing beneath me. I was determined to make her cum without even touching her pussy and at Dave's urging whispers of "cum for me, baby.. I want to see you cum," she did just that. She cried out in release and shuddered beneath me, breathing fast and hard. I eased up my ministrations as the last few waves passed through her and her arms fell to her sides.

Dave got up from his seat and came over to watch us kissing lightly once more. His cock was incredibly hard and the head was an angry red colour. I could see precum drooling from the tip. He stroked it slowly while watching us, and I stared right at his cock as I kissed his girlfriend. With each twitch of his flesh, I wanted it more and more.

Finally, just as I thought I couldn't take it any more, he grabbed me by the hair and pulled my face up to his cock. I gladly took the head into my mouth, closing my eyes and moaning at the feeling just as he closed his eyes and groaned at the wet warmth of my mouth. Kristen was recovered enough to watch us, now, and she pushed up my shirt to get to my breasts, giving my nipples the same treatment that I had given hers. Dave grunted that he wouldn't last much longer, so I slowed down my sucking, pressing tight at the base of his cock to stave off his orgasm, licking his cock up and down and feeling almost orgasmic myself due to all of the sensations in my body. That's when Dave reached around behind me and shoved two fingers into my cunt, bringing me off in a quick, hard orgasm that surprised me with its force.

Kristen pulled my face down to hers and kissed me deeply again as I collapsed my body onto hers. Her hands wandered down to my ass, squeezing and needing the flesh and pulling my skirt up to show it to Dave. He spanked me affectionately, then rubbed his cockhead against Kristen and my wet lips. Our tongue snaked out and around the head and he shuddered as she took the head in her mouth and I licked down his shaft. His groans grew even louder when Kristen joined me and we each took one of his balls in our mouth to suck gently on it. We steadied him with a hand on his ass and one on his thigh as we both kissed and licked back up and simultaneously sucked on the head, then kissed each other around his cock.

Between our mouths and then our hands stroking him off, Dave didn't last long, and he warned us just before the first shot caught Kristen in the face. I took the second in my mouth, then Kristen took the third. The last two shots hit my chin and tits and Dave sank down onto the floor as he watched Kristen and I lick each other clean, then kiss his cum back and forth between our mouths. She and I grinned at each other before sliding down onto the floor, one on each side of him, and we each kissed him deeply in turn, feeding him some of the cum that he had just fed us.