Names changed to protect the "innocent".

First let me describe the players in this tale. I am white, just under 6', athletically built, a few (at the time) tattoos, brown hair/eyes and a 9" cock (yes really). Mark is white, stands right at 6', with a slightly athletic body, blonde hair, blue eyes and a 6" cock but with a bit more girth than I. Jessica is Hispanic/Caucasian mixed, thin, with black hair and dark brown eyes, 36C perky breasts a tight ass and even tighter shaved pussy. Picture a stunt double for Jessica Alba from the movie Into the Blue and you'll be close. We were all about mid 20s at this time.

My fiancé Jessica had gone to an event with her family which I had no interest in. That left me with a free night and I invited my buddy Mark over. We had a unique friendship in that, for guys, we discussed much more intimate details about our sex lives than most. More than any other friend I had or have had since. Things like what we've done with our girlfriends/ex's and what we'd still like to do/fantasize about. So while we sat around drinking a few beers and playing video games, inevitably we discussed a few topics of sexual nature. This is when I confessed to him that I had fantasized about sharing Jessica with another guy and further, wouldn't mind if that guy was him. He seemed a little surprised but also was enthusiastic in his response that he would gladly be a third in that scenario.

A few beers later and Jessica walked in the front door. When I went to her for a hug/kiss I could smell the alcohol on her but she didn't seem *****, just a little buzzed. She eyed Mark sitting on the loveseat and greeted him before we both sat back down on the adjacent couch (picture an L pattern of couches with a coffee table in the middle). She sat at the end to my left (top of the L) with me next to her and Mark stayed where he was (lower leg of the L). We chatted a bit about our night, her night and other small talk. Then she started dropping hints. First she'd pull me down to kiss and linger longer than normal. When that wasn't enough she outright (but quietly) asked me when he was going home so we could go upstairs?

I'd already caught on that she was extra horny from her buzz but now realized she was EXTRA horny from it. In my drink addled brain (I was buzzing a bit myself, ok maybe even a bit *****), I began to wonder if a sharing type situation might be possible. So, I brushed off her hint to chase out Mark and just played into her buzzed-horniness by kissing her as passionately as I knew. It worked her up even more and soon we were basically just making out while Mark watched from 1 couch away. In a break for breath, she mentioned how uncomfortable her bra was after wearing it all day. I suggested she just take it off then and so she did, unclasping it and slipping it off from under her t-shirt.

I could see her nipples were hard and poking at the fabric of her shirt right away. Mark made me nervous when he asked her moments later if "she was cold?" But then she just chuckled and shook her head no. Well, now there was 1 less piece of clothing between us and I made sure my hands took advantage as we started making out again. Sliding up her shirt, my hand slid from her smooth belly up her soft skin to her firm and now braless breasts. While our lips and tongues danced together, my hand now explored her bare chest; sliding over her soft curves and feeling her hard nipples under my palm. She was completely into the moment and I took the opportunity to slide my hand back down to her pants. Quickly finding the button, unsnapping it and unzipping them, then slipping my hand inside to tease her over her panties.

She was super into it until she remembered Mark was still there and jokingly told me to behave myself. I joked that he didn't mind and kissed her again, letting my hands slip back up her shirt to her breasts again. She was kissing my back just as hard but as my hands slid over her body, her shirt began to ride up with them. As it was very near to ******** her, she stopped to catch it and pull it down with an "Easy, buddy!" for me.

I smiled and went back to kissing her while teasing her now with her shirt a few times. Pulling it up but making sure to stop short of ********. Then I decided to really test the water and joked/asked her, "What would you do if I did pull it all the way?"

Jess looked at me in a half serious face, then just shrugged and pulled me back into a kiss. Well, that wasn't a no and she seemed to be calling my bluff so... I went back to running my hands up her body and over her breasts. Each time her shirt rode higher until I was at the brink again. She didn't move to stop me or tell me to relax again so I teased her further by letting the shirt ride higher still; just barely ******** the lower swell of her chest before catching it and pulling it back. Then again, all the way this time but keeping my hands covering her. With still no complaint or even pause, my heart and thoughts racing. Was I really about to ****** my fiancé's naked breasts to my friend!? I let my hands glide up again.

At this moment I also noticed that Mark had moved and was sitting in the floor closer to us for a better view. Not only that but he seemed to be rubbing himself over his pants at the same time. I made my decision then and my hands climb her body once more. This time, as they slid over her, I made sure to catch her shirt too and as my hands slid higher, so did her top. Finally, her shirt almost popped over her breasts to bunch at her neck. Her breasts stood out plainly for all in the room to see. Her darker nipples highlighted by the paler skin around them. I immediately fell back to kissing her and groping her now bare breasts but also taking a few moments to kiss down her chest and suck/lick at her nipples.

I took a second to glance at Mark to see what he was doing. He had reached inside his own pants and was stroking himself now while he watched us. He scared me a moment later by outright commenting, "Wow Jess, you've got some really nice tits!"

I thought she'd react right then by covering herself and halting anything further. Instead, she giggled and shyly just said, "Thanks." Then went back to kissing me!

Well, if that didn't give her pause, maybe she really was getting into this!? I responded by letting my hand slide down over her stomach again. This time I slipped under her panties and my fingers began teasing her (freshly!?) shaved pussy. She was soaking wet in moments and I had two fingers in her as we continued making out (this put our bodies in such a way that Mark had an even better view of her tits). I whispered how in the way her pants were now and added that panties were still as covering as a bikini. I playfully started tugging at one side of them and after a moments consideration, she actually started lifting her hips to let me pull them down.

I of course seized the opportunity and shifted so I could pull her pants down. In moments I had them off and tossed aside. Quickly after that, I had pulled my own pants off and lowered myself back over her now only wearing my boxers. As we started making out again, I reached down to pull myself free of the confining underwear and then to pull her panties to the side. As we kissed deeply, I positioned myself at her opening and began pressing gently into her. Inch by inch I slid deeper until our hips met. She still wasn't really ******* below her waist, save for her exquisite legs and maybe a hint of ass. She didn't protest at all either, pulling me to her and sighing as I started sliding in and out of her.

I glanced to the side again and Mark was now seated on the coffee table not 2 feet away and right next to us. He had given up pretense and had dropped his pants altogether now. My naked friend was now within arms reach, watching us have sex and stroking himself too. That didn't bother me either, instead it gave me an idea to truly push boundaries. I let my hand glide up Jess's body again, over her breasts and then up her arm, all the way to her wrist. I gently grabbed ahold and began guiding her hand. Over and to the side until (half watching) I felt it close around Mark's thick ******* cock. Her eyes shot open as she realized what she was doing but my mouth was back on hers and it only took a half second before they closed again and I could feel her arm moving as she began stroking him. Another glance showed me as much as I saw her hand rising and falling over his erection. My fiancé was stroking my friends bare cock while we had sex and he watched! Holy crap!

My heart was beating out of my chest in excitement and somehow I knew it was now or never. I pulled out and shifted back just enough to grab her panties at her hips. I started tugging them down and to my surprise, she even lifted her ass a bit to help/let me take them off her. Not only was she letting me strip her completely naked but she was still stroking Mark. A glance his way showed me his eyes glued below her waist as her panties slid off. His gaze stayed on her as her hips rested again and her legs fell open for me, his eyes drinking in the sight of her bare pussy spread and ready. He watched as I eased myself back into her and then made his own move.

Mark reached out and his hand fell directly on Jess's left breast. He slid off the table to kneel beside her, his hand sliding from her left breast to her right and his mouth going straight to hers! For a moment I wasn't sure how to feel as he kissed my fiancé. But a moment was all it took and I saw her mouth open to accept his, their tongues meeting as she kissed him back. That truly ignited something in me and I began fucking her again but harder now, more intensely! The whole time watching them too; his hand explore her body, from breast to breast and back. Their mouths opening and closing as his tongue danced with hers and she met his passion with hers. He would even stop from time to time and kiss his way down her neck to suck and lick at her tits as I had. His mouth exploring her nipples and curves as she arched her back, pressing them out and against him. From the sex we were also having or her enjoyment of his attentions? I didn't care. It was HOT!

Finally I decided I wanted to see even more and if she would really go for it. Not such a stretch at this point sure but I still wasn't sure what she'd do. I pulled out of her again and stood, moving behind Mark and tapping his shoulder. He understood at once and moved out of my way, eagerly even. I knelt in his place and kissed my fiancé once again. Felt her breasts as another had just been. Jess caught me before another kiss and asked, "So, we're sharing now?"

I asked her if she was ok with that and reaffirmed that we could stop at any time if she wanted (I'd asked twice prior as well. Each time things went a little farther.) She just shrugged and kissed me again, laying back again.

Mark was at her feet now, staring at the girl who's legs were spread before him, my fiancé. I tried not to slacken my attentions for Jess but I also really wanted to watch what he'd do. Mark started slowly, clearly taking it all in and I mean all. With one hand bracing him on the couch, his other began to slide up her left leg. From calf to knee, then over and inward, along her inner thigh and finally, his fingers grazing her pussy. I heard her sigh/moan at his touch and then again as I kissed her. Another glacé showed Mark laying with his face just inches away as his fingers were clearly pleasuring her. I kissed her some more, until I felt a shift. Another glance showed me Mark, face now buried between her thighs, tongue exploring her in the most intimate way.

As we kissed more, she would moan and gasp as he continued. At one point I was sure she orgasmed as he licked her. And then I felt him shifting again. I wanted to watch him enter her more than anything at this point. While he leaned back up, I stood as well. I positioned my cock pointing at her face and after a moment, she saw me and grabbed ahold, guiding me to her open mouth. Her mouth felt amazing (as it always does) but I was only half focused. My true focus was at her hips, where her legs were spread and her pussy waited (eagerly?) for my friends bare cock to enter her. I didn't have long to wait either.

Mark got into position quickly, pulling her legs over his hips and leaving nothing in the way as he slowly moved forward. I didn't see anything else in that moment but his thick 6" closing the space to my fiancés soaked and waiting slit. And, is that precum glistening at the tip? Then his head brushed her lips and as if she had full control and wild desire, they parted for him. He knew I was watching and took it slowly, pushing just the tip past and back out. I could see it slick from her already, then he pushed forward a little farther. As I said, he was a bit thicker than I so even as wet as she was, he was also giving her time to adjust. By the fourth thrust, he was balls deep and for the first time I noticed her moan, an interesting feeling with her mouth around me.

I never could say before or after that I've been interested much in another guys cock, but my eyes were glued to where his hips met hers now. Mark pulled back again, cock now glistening from Jess, her lips stretched and gripping every inch as he pulled out. And just as much as he sunk back in. He started building speed and rhythm until he was full on fucking Jess. Her moans still sent pleasurable vibrations over me as she was doing her best to keep sucking. Eventually she gave that up though and her hand was the only thing left on me as she was pounded by Mark, her head falling back in passion.

Having seen the hottest thing I'd ever seen, animal passion hit me and I fell back to her. Not caring (nor do I ever) that she was just sucking my dick, my mouth found hers and I kissed her hard. She met my kiss just as hard l, the only difference was the constant gasping and moans from her mouth now. Then, she nearly screamed as we kissed, her arms locking around me and her whole body tensing. Her orgasm hit her hard and Mark was still pounding into her with no sign of slowing. This wasn't the first I knew she'd had, by either of us, but so far it was the hardest. When she relaxed a bit though, she showed no signs of slowing.

Mark continued fucking her with full abandon while I kissed her and groped her breasts. I was slightly concerned only because I knew (and had told Mark) she wasn't in any BC (birth control) and none of us had condoms. But he knew and I trusted he would pull out if he had to. Eventually I wanted more myself and stood again. Mark saw me and after a few more thrusts, pulled out of her again; a sigh of regret? Relief? issuing from her mouth. Then we switched places again.

He fell right to kissing her and fondling her tits. I knew this was just sex to him and he was enjoying her for his fuck doll for the time being. That was ok, this was for mine and her pleasure and there was obviously plenty of that too. She still met his kiss as passionately as she did mine, seeming eager for both as long as we didn't stop. I made my way between her legs again but this time, I wanted to play more. I let my hand wander to her still soaked pussy and my finger explore her again. Then, quickly I lowered my face and began licking her. I didn't even care that my friend had just been fucking her raw. Even the slight taste difference which could only be described as sex, didn't put me off. I was eating Jess out while Mark felt her up and kissed her as passionately as I did.

Of course I couldn't stay there forever and eventually climbed back up to slip inside her again. I heard her moaning into his mouth from me as much as she had for him. And as it all hit me, I knew I couldn't last much longer. That moment came quicker after that realization so I pulled out and shot cum over her right hip and stomach. But somehow, my lust wasn't slackened at all by my orgasm. All I wanted was more, so after a few cleaning swipes with my hand, I slipped right back into her and kept going.

We kept at it like that for a while. I loved the sight of Mark using her and the pleasure on her face almost as much as the sight/feeling of myself inside her. And I couldn't decide what I wanted more so we switched again. Mark even did as I did at first; first caressing/fingering her, then eating her out again and finally fucking her again. We switched at least twice more until I finally lost it again and shot my second load across her belly. That time I was finished and stood back.

Mark must've sensed it too because he didn't climb onto her again this time (looking back I wish he had). We both stepped back as she pulled her shirt down and a blanket over her and cuddled into the couch, a very pleased look on her face. I went to the bathroom and when I turned, Mark was there too. Both still naked might I add. He expressed some concern about how this would affect our friendship but I assured him I loved every minute and was not jealous at all. I also realized he had never pulled out of her unless we were switching positions and asked if he'd got off? He told me no, that each time he was close was when we switched. Then he also confessed that she'd felt so good, and the situation had been so hot to him too, that he decided he wasn't going to at all anyway. Except that's when I wanted to switch places and he wasn't going to tell me no.

I was relieved at first l, even though I knew we both had most likely been like leaky faucets the whole time. Later though, once I knew everything was ok (no pregnancy or anything) I admitted to him (and myself) that it would've been that much hotter if he had cum in her. I'd wished she'd given him head too, something else I'd find incredibly hot to watch. But as it was, it was and still is the hottest experience of my life! I fell in love with the idea of sharing her in that moment and have been dying to repeat it ever since! Yes of course for my own pleasure of seeing/joining but also in a big way for that look of utter lustful abandon on her face. Wracked by orgasm after orgasm from 2 men focused on her pleasure!

If you read this far I swear on everything that is important to me this story is as close to 100% true as my memory allows (names excluded). Wish me luck in further adventures.
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