8 comments/ 207027 views/ 31 favorites My Girlfriend's Best Friend By: X-Factor This is a true story that I posted on another site earlier this year. I'm re-posting it here because this site is far better and I would like all my stories on one site. * * * * * Danny and Charmaine went to their former city to visit with friends. They got together with a bunch of them and went to the bar. Danny had his eye on her friend Liz all night. He wanted her for so long. Part of the reason was his girlfriend's extreme jealousy of her. Liz was tall, about 5'10, 145 pounds. Her hair was blonde, above her shoulders, done in two little pig tails which were just unique enough to turn Danny on even more. She had dark brown eyes, long lashes, and freckles. Her breasts were average to small, but perky. Her legs were long and gorgeous, and her ass was beautiful and somewhat big. Just the way he liked it! She was wearing jeans, a tight tank top, and no socks. Her toenails were painted red. Her personality was bubbly and talkative, and she was a very horny girl - very easy. All this turned him on more than anyone in the world. He went back to Liz's with his girlfriend, Liz was busy picking up a guy and so had sent them to her place with a key. Charmaine almost immediately passed out in the spare bedroom, drunkenly. Danny decided to stay up for awhile, part of him hoping to see the object of his desires before going to bed. He watched TV on the couch for nearly an hour when his prayers were answered. Liz stumbled in, pretty drunk, smiling, babbling about not getting lucky. She sat down on the couch beside him, laying on the arm and raising her long legs in the air, placing them on his thighs. "You don't mind, do you?" she asked, "I need to lie down!" "Not at all." he said, trying to control his hardon. He kept glancing at her bare feet, her red toenails. He placed a hand on her calf and a hand on her knee. Liz continued talking about how she hasn't been able to pick up since she got back from her trip a month before. "I always pick up!" she said, "Maybe I'm becoming less attractive, losing my touch!" Danny was lightly caressing her calf, looking into her gorgeous, dark eyes, and battling the biggest hardon ever. "No way, Liz!" he assured her, "You are beautiful." "Thank you, but I know you're lying." she said, " and my body is terrible - fat ass, small tits..." she sighed. "No, I love your body! Perfect ass, don't you dare put down that great ass!" he protested. He was serious, too. How often had he thought of that ass while stroking his cock? Liz was more turned on, and she subconsciously moved her legs over slightly, closer to his crotch. This did not help him control his hardon any. "You don't even know when I'm in the room!" she said. "That's because Charmaine caught me staring at your body, and yelled at me. Now I don't look at you or talk to you when she's around - big trouble! She's very jealous of you, eh?" He replied. "No way!" she said, "I don't believe it!" She realized she was getting wetter, and beginning to realize that she wanted him. "I think you are one of the most attractive women I've ever met, with a nice ass, and the nicest legs I've ever seen." he said. Her smile was huge, "Thank you! You're such a sweetheart!" Her legs were on his crotch now, and she could feel his bulge clearly. "I have to hug you now, you know that, right?" she said, sitting up. She wrapped her arms around his neck and he hugged her around her waist. They hugged tightly, each one reluctant to part. Liz pulled back a bit, her dark eyes looking into his, looking down at his lips, then back. They came together, her lips kissing his. A peck at first. Followed by another. Lips smacking. The third time she parted her mouth and he parted his. He felt her tongue dart into his mouth, and he followed suit. They were breathing heavily now as they french kissed on her couch, his girlfriend passed out in the other room downstairs. Liz's hand trailed down the front of his body to his crotch, and she caressed the bulge that was there as they kissed. Their kissing was loud, their breathing was laboured as he slid his hand up her body over her shirt. He felt the soft mound of her breast and gently squeezed, feeling her nipple harden in his hand. Her fingers traced the outline of his cock in his jeans as she sucked his lip into her mouth. Danny slid his hand down Liz's body and placed it between her thighs. He could feel the tremendous heat emanating through her jeans as he rubbed her horny crotch. "Mmmmmph" Liz moaned, pussy tingling like crazy. Her expert hands undid his belt, button and fly as she kissed him. He felt her hand reach into his underwear and grab the shaft of his member. Gasping for breath, she pulled out his cock, her hand expertly stroking his shaft as they made out. He was writhing his groin into her hand as he continued to rub her crotch. After a couple minutes of this, Liz broke the kiss, chest heaving, and slid down the couch, bending towards his lap. He watched her tongue snake out and lightly lick up and down the side of his shaft, her hand holding it straight in the air. She licked around his mushroom head slowly. She slipped the top of his dick into her warm mouth. He sighed. Liz slowly sank his penis into her mouth, taking the entire thing. She pulled it out of her mouth with a slurp before slipping it back in again. She began to bob her head up and down on his lap, giving fantastic head. Her lips were smooth, gliding up and down eagerly on his rod. Her sucking and slurping noises were loud, though. So loud they could be heard at the bottom of the stairs had Charmaine awakened. 'slurp, slurp, slurp, slurp, slurp, slurp, slurp, slurp, slurp, slurp' went her expert mouth. She loved sucking this dick! He placed a hand lightly on the back of her blonde, pony-tailed head as it bobbed up and down. She gave him amazing head for the next 3 or 4 minutes, before pulling his dick out of her mouth with a slurp. "Let's go to my room." she said. He forced his hard dick back into his pants and they hustled downstairs to her bedroom, the room next to where his girlfriend lay sleeping. Liz shut the door behind them, and immediately they kissed hard, passionately. Their tongues explored each other's mouths as they slowly backed toward her bed. They lay in her bed, over the covers side by side, still kissing loudly. He loved hearing this goddess breath deeply into his mouth as she explored it with her tongue. His hand immediately went to her tits, caressing them over her shirt, feeling the soft mounds, the hard nipples. He ran his hand down her belly and Liz parted her legs for him, allowing his hand to slide between her thighs over her jeans. He rubbed her crotch, sending thrills of desire up her body. He undid her button and pulled down her zipper without breaking the kiss. He slid his hand into her silk panties. Danny ran his fingers through a lush of her curly pubic hair, kissing her loudly. His fingers felt hot wetness, and he knew he found her treasure. Liz moaned into his mouth as he diddled her clitoris lightly. He ran his finger down her sopping wet slit, then slowly back up again. She was squirming beside him, gasping for breath. He slowly slid a finger into her hot treasure, sliding in to the second knuckle. Her wet cunt gripped him tightly, warmly. "Mmmmmmph" she moaned, unable to control herself. She was writhing her horny crotch into his hand as she kissed him eagerly. He began to fuck her with his finger, slowly sliding it in and out of her tunnel. Her breath was shaky she was so turned on. Danny slid his hand out of her silk panties, to her disappointment, and he pushed her shirt up her body, trailing wetness on her white skin as his finger was coated with her juices. He broke the kiss and watched himself push her shirt over her black silk bra. Breathlessly, Liz raised her arms and allowed her good friend's boyfriend to take off her shirt, and drop it on the floor. Eagerly their lips locked again, tongues exploring as they kissed passionately. Their lips were smacking so loud they could be heard in the next room had Charmaine been awake. He kissed down her soft neck as Liz pulled his shirt up his body. He pulled it off, and went back to kissing her neck. He kissed down her chest as he pushed the strap off her left shoulder and down her arm. Gradually, Danny kissed the slope of her breast as it became exposed. He pushed the cup right off her tit, exposing her beautiful pink areola, and rock hard nipple. Heart pounding, he bent to lightly lick around her nipple, kissing all around it. He tongued the hard nub, sending tingles down to her pussy. He sucked a nipple into his mouth, kissing all over her tit. "Ohhhhh." she moaned softly, her hands running through his short hair. Her crotch was writhing slightly into the air, needing attention. He slowly kissed down her belly, kissing and licking all around her bellybutton. He could smell her arousal as he approached the top of her panties. He grabbed the jeans and gently tugged. Liz raised her ass and allowed Danny to pull her jeans off her ass and down her thighs, exposing her skimpy black panties. Danny stared at her sexy thighs as he slid them down her legs, over her knees. She pulled first one foot, then the other, out of her jeans, and he dropped them on the floor. He looked at her, into her dark eyes, seeing nothing but desire. "I have to go down on you Liz. I've wanted to for so long." he said. "Oh God, " she breathed, smiling, "please do." He grabbed the waistband of her panties and she raised her ass, letting him slide them down off her ass to her knees. Her gorgeous bush was exposed, trimmed in a perfect triangle. He slid her panties down over her knees, and she slipped each foot out of the dainty things. He knelt at her feet and she slowly parted her long sexy legs, feet flat on the bed. He stared at her beautiful eyes, down her body, her bra half off her left breast, slightly exposing a nipple. Down over her belly to her gorgeous bush, where it framed her pink, swollen, quivering pussy lips. On down her sexy thighs, down her legs to her feet. He lifted up a foot, kissing up her left foot, up her calf to her knee. Liz put her foot back down as he slowly kissed up her inner thigh. She opened her legs wider, needing to be touched. Danny loved the smell of her pussy, the scent was so strong as he got closer. He kissed further up the inside of her soft thigh to the very top, kissing right beside her bush. He kissed the moist lips of her swollen pussy. "Ohhhh God." she moaned softly, quivering. His tongue snaked out and gently licked from the bottom of her lips up to the top, ending at her clit, tasting her delicious cunt the entire way. "Ohhhhhhhhh" she breathed, her hand reached down to stroke his hair. He parted the lips of her vagina with his tongue, getting it as far inside her as he could. She squirmed beneath him as he tasted her. He sucked her pussy lips into his mouth, licking at the sensitive skin between his lips. Liz was losing control as Danny lapped at her hungry pussy. He pushed his pants and underwear down his legs, freeing his hard cock as he licked up to her clit. "Oh God, I'm gonna cum," she sighed, "I'm gonna cum. Ohhhhh yes, keep doing that!" He lapped at her clitoris, trying to kick off his clothes as she writhed her pussy into his face. "Keep going" she whispered,"almost...oh, oh, OHHHHHHH!" she moaned loudly, rubbing her cunt against his tongue, cumming hard. Her whole body was quivering as she came. Her thighs clamped on his face as she came, her hand holding him tight in her crotch. She finally released him. He was able to kick off the rest of his clothes and kiss up her beautiful stomach. He kissed up her neck and Liz kissed him eagerly, passionately. She could taste her own pussy as she sent her tongue into his mouth. They were both conscious of his hard shaft laying along her slit, and they writhed against one another as they kissed. Her feet were sliding up and down his legs, she was giving herself to him. She broke the kiss. She reached down between their naked bodies and her hand grabbed the shaft of his cock. Her dark eyes looked into his as she slowly ran his head down her aching slit. He kissed her briefly, lips smacking as she held him at her entrance. He looked at her, into her gorgeous brown eyes as he pushed forward. She closed her eyes as the lips of her pussy stretched to allow his dick to enter. Slowly Danny's penis slid into Liz's wet vagina in one stroke, he was entirely sheathed in her warmth. "Ohhhhhhhhhhhh." she moaned, filling up. She held him tight inside her. He loved how warm her pussy was, how her arms and legs held him close. They kissed again, eagerly, tongues exploring as he slowly moved in and out of her. They breathed heavily into each other's mouth as they made sweet love. His hard penis slid smoothly in and out of Liz's hungry pussy over and over. Her feet caressed his legs as she moaned softly into his mouth. Her bed was squeaking a little as they fucked. He couldn't believe he was finally inside Liz!! This thought turned him on so much that he had to break the kiss and begin to fuck her harder. Her other bra strap slid off her shoulder as he slid in and out of her faster. Her eyes were closed, eyebrows up in extasy as he screwed her amazing body. He began to fuck her as hard as he could, just jamming his cock into Liz's helpless body, not noticing how loud the bed was, or how loud he was making her moan. 'squeak, squeak, squeak, squeak, squeak, squeak, squeak, squeak, squeak' went the bed violently. 'Unh, unh, unh, unh, unh!" Liz moaned, another orgasm rising. She raised her feet into the air as her orgasm approached. He was ramming his penis in and out of her needy pussy as hard as he could. Liz came. "OHHHHHHHHHHHHH! OHHH God!" She cried, her legs wrapping around him and holding him inside her. Her pussy was so hot as it convulsed around his cock. "Oh God!" she breathed, releasing her hold as she recovered. She rolled him over, his dick slipping out of her as she straddled him. Nothing but passion in her dark eyes as she reached down between her sexy thighs and grabbed his hard pole, bringing it up to her treasure. Her pink lips parted easily as she slid her cunt down his shaft. "Ohhhhhhhh fuck..." she sighed as he filled her up again. Her lips found his and they kissed hard as she slid her pussy up and down his rod. He undid her bra and it slipped off of her as she rode him, releasing her breasts. They were bouncing in front of him as she fucked him, and he grabbed them with both hands, sucking at each nipple. 'squeak, squeak, squeak, squeak, squeak' went the bed, the rhythm slower now that she was on top. He kissed up her neck as he slid his hands down to her ass. He grabbed her bare ass cheeks, squeezing them hard as they kissed, encouraging her to ride him harder. Liz rode him for a few more minutes before he lifted her off of him. His cock slid out of her with a slurp. "I have to fuck you hard, Liz!" he said as she lay beside him, opening her long legs for him. He got between them and his dick slid right in her again. "Ohhhh yes." she moaned as he entered her. "Let me put my feet up." she breathed. He held himself in her as she put her feet up over his shoulders, allowing him to be inside her as far as he could. He was in his girlfriend's best friend while she slept in the next room! He pulled back and then rammed it into her. "OHH!" she cried loudly. He began to fuck Liz hard, immediately jackhammering his penis in and out of her needy twat. "Unh! Unh! Unh! Unh! Unh! Unh! OHH! UNH! Unh!" neither of them cared how loud she was, she was rocketting towards another orgasm. Her feet were flailing behind his head helplessly. 'squeak, squeak, squeak, squeak, squeak' her moans could not quite drown out the bed. "Oh God, I'm gonna cum again....." she moaned, "Ohhhhhhhhhh... UNH! UUNNGHHHH! OHHHHH GOD!" she cried, cumming. He was drilling her, on the road to orgasm himself. Liz took her ankles off of Danny's shoulders and wrapped them around his thrusting waist. He didn't miss a beat, fucking her for all he's worth. He kissed her, and she eagerly sent her tongue into his mouth as he pounded her into the bed. He slid his hard penis entirely into Liz's vagina, holding it there as they kissed. He came. A huge load of cum fired out the end of his dick and into Liz's womb. He moaned, cock spasming. Wad after wad of semen shot into Liz's hungry pussy. She held him tightly, keeping him deep inside her as he emptied his seed. They kissed gently as they caught their breath, lips smacking as Danny softened inside her. "Ohhhh man that was good!" she said, smiling, catching her breath. She put her feet down on either side of the bed around him as he recovered. "That was amazing." he agreed, "I hope we can do that again sometime, that was a dream come true. You are my fantasy." he added, smiling. "Oh yeah! Of course!" she replied, smiling back. He looked into her dark eyes and they kissed, with the tongue this time. He pulled his soft dick out of her pussy with a slurp. Liz got off the bed, he stared at her gorgeous big ass as she bent over in front of him and slid on her panties. She threw on her shirt, than went out to see if the coast was clear. It was. He got dressed and went to the washroom. Danny washed all traces of Liz's pussy off his face, fingers and cock before climbing into bed with his sleeping girlfriend. My Girlfriend's Best Friend We were at the movies with my girlfriend, Tina, and her best friend, Mary. My girlfriend didn't know it, but I liked Mary. She was so pretty, with her tiny tits and her sweet looking ass. That night when my girlfriend went to the bathroom, I started flirting with Mary. I started playing with her leg and then I moved on to play with her pussy. It excited her a lot, I could tell. Then after, she let me do almost anything I wanted to. I asked if she wanted to come to my house anytime soon. She said well of course, but I told her not that night because I was going to go to Tina's house. She had been teasing me all day long. When I went to Tina's house that night, I broke her of being a tease alright, I fucked the hell out of her virgin pussy. It was so fucking tight, that it nearly broke my damn penis. The only reason I did that is because I, well I thought I loved her. But actually I didn't at all, because of that promise I had made with Mary. Around the next day (after all the love making), I called Mary to see if she wanted to do anything. "Like what?" she asked. "Let's go mudding in my truck." I suggested, hoping that she would say yes, and surprisingly she did. The next day I went and picked her up at her house. She was dressed in a very short skirt and a tank top with no bra. She looked so fucking hot. I took her out Mud Lick and pretended to get stuck in a mud hole. We started talking about stuff for awhile, before she skidded over to me and said put out or get out. Then she started laughing. I didn't think it was very funny, she didn't have to tell me that I was ready any time she wanted to. I took her hand. "Now I usually would have got out, but this time, I'm ready to put out. Only if you want to." She reached down and started playing with my penis. I'm sorry to say, but I wasn't thinking of Tina at the time. I first gave her a French kiss, then I took my hand, reached up under her shirt and started rubbing her luscious virgin breasts. She took off my shirt and told me to do the same, so I took hers off too. I started making out with her and then she showed me that she wasn't wearing any panties. I took my face and started eating her nice perfect pussy out. I could tell that she loved it, and that this was her first time. I used my tongue on the inside of her and rubbed her tight lips together it made her so excited I loved it. I was thinking that she needed to get a little loosened up before I stuck my seven inch dick inside of her. After that, she was ready or at least I thought so, but she took my pants off and my boxers, and started sucking my dick. For a virgin, she knew what she was doing. She gave me the best blow job I ever had. She was sucking it and playing with my balls, it felt so damn good. After that little foreplay, we both were ready. I lifted up her skirt and laid her down on the seat. She told me to wait. "Why?" "Do you have a condom?" she replied. "In the glove compartment." She had to reach around me to use both hands. She got one but it was to little so she had to get another one. This one fit pretty good she asked if she could put it on. I told her "Yes." She told me to take it slow but I wasn't going to. I love to fuck them tight and hard. Instead of doing what she asked, I rammed my seven inch dick inside of her. She let out a very loud scream, almost like a dang cat when you step on its tail. Then, she dug her fingernails into my back, but I didn't mind it, actually I kind of liked it. She was the tightest virgin I had ever been with. She started bleeding after the fourth time and she was concerned, but this wasn't my first time and I knew that it was right for a virgin to bleed like that. She didn't think that it was very natural though. I pushed it in farther, breaking her fragile hymen. I pushed into her even farther and reached up for her tits. I squeezed both relentlessly, both tiny breasts. I began a steady rhythm and Mary followed that rhythm. She pushed her hips against my cock. I was getting harder and harder inside her, she could feel it I knew. She grabbed a hold of the sides of the cab and squinched her eyes in pain. I didn't notice. I pushed hard and deep and broke through her cervix into her open womb. Her cherry had been popped by me, a kid she didn't even know that well. I thrusted harder each time until I had all of him inside of Mary. My cock was deep inside her womb. It finally cums , My cock hits the right spot, and she has such a gushing orgasm she shakes for over a minute as she screamed in pleasure. Her vaginal walls contracted and that was all I could take. I shot my sperm into the condom. She felt my cum piling up into her . I didn't stop for thirty seconds; it felt marvelous. Mary's cherry had been popped and she loved it. After that night I thought to myself 'That was almost as great as the night before.' We started talking to each other about the future , and that's when I found out that I really loved Tina. I know, it stunned me just as much as it did you. I got to thinking about her and I started thinking how was I going to tell her about that night. I rushed Mary home after telling her that I don't know how long Tina and I were going to last, but if anything happened I would look her up. After dropping Mary off at her house, I took off for Tina's house to tell her what happened and that I'm very sorry. Yeah I know, it sounds like a stupid move but sometimes it's smart to be honest. When I got to her house, I coasted into the drive because her parents were asleep. I creeped up to her bedroom window, and pecked on it about five times. She moved the curtain to see who or what it was. She saw that it was me and opened the window to see what I wanted "What are you doing here?" she asked. "I really need to talk to you... may I come in?" I said. "Sure." I snuck inside her window so I wouldn't wake up her parents. I'm so sorry, I did a very bad thing." "What did you do Ryan?" "I found out that I love you like I love no other." "Now Ryan, that's not a bad thing, actually that's a good thing." "Yeah that's what I thought too, but you don't know how I found out." "How did you found out? "Do you know your friend Mary?" "Yes, what about her? What did you do?" "Well, I invited her to go mudding with me." "Did anything happen between you two?" "I could say no, but then I would be lying. Now wait before you get mad." "Ryan, why did you go and do that?!" "I was wanting to see if I really loved you, to control my urges." "Well you couldn't could you?" "No, but know it wasn't her fault, o.k.?" "Now don't you worry, I'm not mad at her." "I'm very sorry, when I figured out that I love you it was to late." "Yes Ryan, but that doesn't make up for what you have done." "I know. Well, I at least I thought I should tell you myself." "Yes and I thank you for that, but still that doesn't help much." "And if it helps any, Mary already called me and told me what happened." "What ... I wouldn't have thought that she would have done that, what did she say about it?" "That you ate her out, and that she gave you a B.J., that you two made love together." "And what else?" "She also said that it was as much as her fault that it was of yours." "She said that?" "But then she said that she came on to you after you got stuck in a mud hole." "Wow she actually said that." "And you know that I'm still mad at you." "Yes, I know that you are but at least I found out that I really do love you." "That's about the only thing that is good that came out of this." "But that still doesn't erase the fact that I had sex with your best friend." "Yes and I think that is why you should leave." I didn't talk to her in a couple of days and was starting to worry. But then I called up Mary to see what she was doing. She told me that she told Tina everything that happened that night. I thanked her. While we were talking, I got a beep. It was Tina. I answered it and said 'yellow' she kind of didn't answer back. Then she said that she loved me but that we would have to break up, because of what I had done. I agreed with her, cause it was a very stupid thing that I did, but I am a guy. About five minutes after we got off the phone, I called Mary to see what she was doing again and to see if she wanted to do any thing. But of course, she said that she would love to, but she didn't want to hurt Tina's feelings. So in other words, I got the FUCKING shaft with both of the girls. I was so damn screwed. I didn't have anybody to do or to love. Then when I was going to get so fucked up that I probably would have to go to the hospital, Tina calls and says that she couldn't help it. I was the first guy that she cried about when we broke up. She asked me all of the questions like "If we ever, I mean ever go back out will you cheat on me?" "No." I replied. We went on talking like that for a couple of hours, and that's when she told me that she still LOVED ME. That's when everything got quiet and I asked her, so would you ever go back out with me. It took her awhile to answer back, but then she said maybe. So then I asked her back out, but before I did I told her that I really did love her. Surprisingly she said yes. Almost when we were done talking I asked her if she wanted to go mudding with me. "Well it depends, what are we going to do if we get stuck?" "I'll show you a little something I picked up last time I got hung up in a mud hole." When I picked her up her mom told me that I had to have her back at her house by one o'clock. I told her that I would. After that I took her to Mud Lick and hit every big ass mud hole to try and get hung up , but I just couldn't. She told me to pull over. "Right there! That's far enough." So, like a dog I did what I was told. This time she came on to me like stank on shit. She first told me that she wasn't really mad at me to begin with, she was just a little pissed off that I would lie to her about it. Then that's when I realized that she was the most coolest fucking girl that I ever dated. Then we started to get our freak on. She came over to me and reached into her pocket and pulled out a pack of cigarettes, and asked me for a light. I happen to have one cause I just did smoke some wacky weed. I lit it up and then she blew it in my face. That dumb bitch knew that I was trying to quit. So I tackled her inside of the truck and started ripping off her clothes, but before we got to far into it, I reached into the glove compartment to get a condom. "You don't need one of those." "Why?" "'Cause I'm on birth control you dumb ass." She showed me the patch. "You did this for me?" "Well kind of, but my mom bought it for me." "I love your mom." "Yeah, I do too." Then I reached down for her pussy. "No." "Now what?" "Let me do every thing." "Sweet!" She threw me down on the seat and told me to just lay back and relax. I popped a Viagra and it gave me a huge boner. She gave it to me straight. "Damn, this is going to hurt in the morning.' My Girlfriend's Best Friend I pulled up into our driveway around 9 pm and saw Danielle's car parked outside of our house. I had just gotten off work and was excited to see she was here. I'd been looking forward to tonight all week. My girlfriend Jenny was having her best friend Danielle over for a sleepover, and that meant I had the night to myself. Don't get me wrong. I love my girlfriend, and I love spending time with her, but every now and then it's nice to get a night where I can just play video games or read a book while she hangs out with the girls. There may have been another reason I was excited too. Danielle is stunning. She's about 5' 4" and has these great blue eyes and dark brunette hair. She has a really small frame which make her c-cup breasts look amazing. She never really dresses slutty or anything, but she tends to wear these tight t-shirts and jeans that drive me crazy. I can't help but check her out whenever she's around. Oddly enough though it's those eyes I find myself staring at more than anything. They are the deepest shade of blue I've ever seen on a girl and look great on her cute, slightly-rounded face. Luckily I think I've done a good enough job at this point that my girlfriend has never caught me staring, though I think Danielle may have noticed once or twice. I stepped into the house and immediately heard laughter coming from the living room. I hung up my coat and walked around the corner. Jenny and Danielle sat on the couch together, watching some sitcom on TV. They had a pizza and wine in front of them. Both girls looked great. Danielle was wearing a low-cut black top and a pair of short-shorts, and admittedly, she's the one who caught my attention first. The sight of her perfect 19-year-old cleavage and long, pale legs would've caught the attention of any guy. It was rare she wore low-cut tops, but damn if it wasn't amazing when she did. My girlfriend had a similarly low-cut t-shirt on and a pair of pajama pants. At 20 she is four years younger than me, and I'm amazed every day that I was able to snag her. She's 5' 5", blonde, pale-skinned and gorgeous. She is super tiny, which I love, and has an amazing smile. The moment I saw her I did a double-take, and I have been crazy about her ever since. She has b-cup breasts, which look much larger on her due to her frame, and I can't believe how sexy she looks every time I see her naked. I may get tired of the sight one day, but we're a year into our relationship and it hasn't happened yet. "Hey guys." I said. "Hey Johnny." Danielle said through a partial-mouthful of pizza. "Hey honey! How was work?" My girlfriend asked, still laughing a bit. "Not bad. Pretty boring actually. Just hung out all day." I walked over to Jenny and gave her a quick kiss. "What ya guys up to?" I asked. "Just watching some TV. Want some pizza?" "Of course." I said, grabbing a slice. "I'll take it into the kitchen though. Don't want to butt into your girl's night." "Nonsense!" Danielle said, smiling. "You know you can hang out with us if you want." "Well, as tempting as it is to watch shitty sitcoms with you guys, I do have a big night planned." I joked. "Oh yea? And what's that?" Danielle asked. "Well, I thought I'd start things off with some Tomb Raider, maybe switch over to some Battlefield if I get in the killing mood, and then finish the night off with an episode or two of Archer. Pretty exciting stuff." "Oh man! That does sound exciting." Jenny laughed. It would be fun hanging out with the two of them, and I knew Jenny wouldn't mind if I stuck around. I genuinely liked hanging out with her and Danielle, and not just because Danielle was hot as hell. I don't get much time to play video games anymore though since Jenny moved in, and I have to take the chances when I can get them. "Well I'd hate it if we got in the way of such big plans. Want to eat with us at least?" Danielle asked, smiling at me. There was no way to turn that smile down. "Sure thing." I said, grabbing a plate off the table and sitting down on the nearby recliner. "So what ya guys watching?" "Big Bang Theory. Danielle brought the fifth season over on DVD." Ugh. I should have recognized it sooner. Definitely glad I wouldn't be sticking around for that. "Awesome." I said, diplomatically. I didn't mind teasing Danielle a bit, but I didn't really want to insult her tastes too much. I love my girlfriend to death, and would never try anything with another woman. That said, Danielle is fucking hot, and I still want to make a good impression. We watched the show for a bit while we ate. I stuck around for an episode. I know people love that show, but I can't fucking stand it. I managed to keep myself entertained by sneaking glances over at Danielle. I kept my face turned towards the television, but my eyes frequently drifted. Since the girls' eyes were on the TV, I had pretty much free reign to check Danielle out as much as I wanted. Her shirt was low enough to give me a pretty great view any time she leaned forward to get her glass, and I didn't miss an opportunity to stare at her tits. I pictured myself reaching a hand into her cleavage and cupping a soft breast. I imagined using my other hand to rub her smooth, exposed leg, slowly moving my hand up towards her pussy. As I stared at her discreetly, picturing doing things I would never dare to do, I started getting hard. What I wouldn't love to do to this girl if I had the chance. Danielle was a virgin. Jenny had shared this with me after the first time I'd met her friend. I found it hard to believe, being as I knew she must be pursued constantly, but according to Jenny she was pretty nervous about boys in general. I'd have never guessed by the way she acted, but Danielle had never had a boyfriend and had only even kissed two guys to the best of Jenny's knowledge. The thought of busting Danielle's cherry had come to me frequently ever since I'd heard this, and it was that thought I was fantasizing about now. Somewhere during this time Danielle had apparently looked over at me and caught me staring. I caught her eyes and she gave me a playful smirk. How long had she noticed me looking at her? I immediately looked away, trying to play it off as though I had just glanced her direction for a moment. Smooth, I know, but it's the best I could do at that point. My hard-on went away by the time the episode ended due to by nervousness, luckily, and after it was over I collected mine and the girl's plates and took them into the kitchen. They were laughing and getting ready to start another episode when I went back into the living room. "Well I think I'm gonna head into the bedroom. Thanks for the pizza." I said. "You sure you don't want to stick around for another one?" Danielle asked. She was smiling at me devilishly, and I was pretty convinced at that point that she had caught me staring earlier. "Yea, just one more? I know how much you love sitcoms." Jenny laughed. My issue was not with sitcoms. Sitcoms were fine. My issue was with shitty sitcoms. "Tempting, but Lara Croft calls. You going to sleep out here tonight?" I asked. "Yep. We're just going to pull out the futon and watch a few movies or something. It's a sleepover after all!" "Maybe we'll even have a sexy pillow fight?" Danielle joked, looking over at Jenny. Now I knew she was teasing me. "Oh, most definitely." Jenny laughed. "Try not to have too much fun." I said. "You guys have a good night." I stole one more quick glance at Danielle and started heading towards the bedroom. "Alright honey. I love you!" Jenny said. "Love you too babe." I said. I sat on our bed, playing Xbox in the dark. I tried playing for about an hour, but I was pretty distracted. When we had first gotten together Jenny had told me stories of how she had made out with quite a few girls when she was in high school. She had made me promise not to ever mention it to anyone of course, but it definitely intrigued me. One of the girls she had made out with was Danielle. Now as I laid there in my room, playing video games, all I could think about was Jenny and Danielle laying in bed together in the other room. I wasn't worried about anything happening between them. I knew that was just a phase my girlfriend had been through, and it had been years since the one time she'd kissed Danielle. Even if I did think something would happen, I was far more turned on by the idea than I was jealous. I honestly wouldn't mind if anything did happen between the two of them. I would just hope I'd be able to watch, or better yet, participate. That last smile Danielle had given me is really what had got me so worked up. God she was sexy. She was in the other room, probably changed into her pajamas by now, and she knew I had been checking her out. She caught me staring at her tits, and she had smiled at me. A playful, devilish smile. Thinking back on it made me nervous. I hoped that she wouldn't mention it to Jenny. My girlfriend was the jealous type, and she wouldn't take kindly to knowing I lusted after her best friend. It would hurt her, and probably make her feel insecure about it. She was really jealous of her friend's boobs and ass, and would talk about them constantly. On more than one occasion I had told her how much prettier I thought she was than Danielle. If Danielle told her that she'd caught me taking a peek, or worst, had noticed my erection, that would not be a fun conversation tomorrow. Damn you Sheldon Cooper! If you had been more entertaining I would have kept my eyes on you instead of Danielle, and I might not be in this situation. I was worried, but more than that, I was turned on. I had thought Danielle had caught me staring once or twice before, but it had never been so obvious as it was tonight. Thinking back at her smile my erection started to come back. I tried focusing on the game, but it was no good. I turned it off and laid back in the bed. I pictured her smile, and her perfect, piercing blue eyes. Those eyes.... I pulled my pants down and started stroking my cock. I could hear the girls laughing still in the other room, so I wasn't worried about being interrupted. I thought back to Danielle's cleavage. I pictured her breasts, and the skin above her breasts, and imagined myself kissing her there on her exposed pale skin. Soon the fantasy escalated, and I was sucking on her nipples and fingering her clit. Before long I was picturing myself climbing over her and, ever so gently, taking her. The thought of breaking her hymen was all it took, and as soon as I pictured myself entering her I came. It usually took me about fifteen to twenty minutes to masturbate, and I usually look at porn when I do it. This time, sitting in the dark, picturing fucking my girlfriend's best friend, it had taken maybe three minutes. After about a minute I realized how great this would look if Jenny walked in, or Jenny and Danielle, and quickly cleaned myself off. I felt better after coming, but I was still too distracted to play games or read. Instead I dressed myself to just my boxers, tucked myself in, and went to sleep for the night. At some point in the night I awoke to my girlfriend kissing me on the lips. This was a nice, but disorienting surprise. She woke me up this way occasionally, if she wanted to have sex in the middle of the night. I always went with it, as long as I woke up enough to realize what was going on. I kissed her back lightly, and as consciousness came back to me, I became more passionate. I reached my arm around her and felt her naked back. She was completely nude and under the covers with me. Her skin was smooth and warm, and I pressed her tightly into me. Her legs moved up and down my legs, and her breasts crushed into my chest. Her tongue circled my tongue, deep into my mouth, as she pressed her lips fully into mine. I reached my hand down to her ass and grabbed it firmly. She moaned softly into my mouth. The moan should have been my first sign. Jenny moaned frequently, but when she did it, she moaned with Jenny's voice. This moan was a higher pitch, and if I had been more awake I most certainly would have noticed the difference. Instead the moan encouraged me, and I reached lower down her ass until I came to her pussy. I found immediate wetness when I reached it. Usually Jenny might get a little wet from kissing, but she needed me to rub her clit for awhile before the waterworks really started. Not so tonight. She was soaked. No wonder she woke me! Finding her ready to go like this excited me, and I inserted the tip of my middle finger in and out of her pussy while we kissed. I really couldn't get much more than that in from that angle. Jenny's moaning increased as I played with her pussy. I took my finger out of her and rubbed it up to her clit. Immediate reaction. As soon as I started rubbing her she gasped. Her lips stayed on mine but she stopped kissing me. Her breathing became heavier and her moaning increased. She started humping my body, moving down to meet my finger, applying more pressure onto her clit. My hand, being over her ass, rubbing her pussy, was at a pretty awful angle. It seemed to be working for her, but I could do better. I stopped rubbing and moved to flip her over onto her back. As soon as I moved my hand off her pussy though she started crawling down me towards my cock. I liked this idea better. She removed my boxers and then grabbed my penis with both hands. I was fully erect at this point, and as hard as I'd ever been. I didn't know how long it'd been since I'd jerked off, but it didn't seem to be effecting my readiness. My eyes were just starting to adjust to the light at this point. I couldn't see any of her features, but I could see that she was hunched down over my penis, looking down at it while she held it. She was jerking me off slowly, but I ached for more. I reached out to her head and pushed her down slowly towards my cock. She reached her tongue out and slowly began circling the tip of my penis while continuing to jerk me off. Oh my god that felt amazing. After several seconds of this she lowered her mouth over my penis, slowly taking in as much of it as she could. She only got about half of it into her mouth, which is less than usual, but it felt amazing. She began sucking me off, slowly moving up and down on my cock, her tongue circling the head of my penis, while moving her hands up and down the shaft. Jenny was amazing in bed, but her blowjobs left something to be desired. She never seemed to figure out the importance of her hands in the process. Not tonight. The pace was slow, but the technique was amazing, and if I hadn't came earlier I almost certainly would have right then. While she went down on me my thoughts drifted to Danielle in the other room. The thought of her laying out there, completely unaware, while my girlfriend blew me in the neighboring room was really exciting. This made me want to fuck Jenny right then, but I figured I better return the favor first. I put my hand on Jenny's forehead and pulled her gently away from my cock. She looked up at me and smiled. My eyes had adjusted pretty well at this point, and I swore for a second it was Danielle staring up at me, and not Jenny. She moved up my body to my lips and started kissing me again, passionately. She was cradling me at this point, with her pussy touching my cock, and I could feel the light prickly hairs from her recently shaved pussy. I kissed her back but I was confused by what I had seen. I flipped her onto her back and pulled up from her a bit to look her in the eyes. Sure enough, it was Danielle and her beautiful blue eyes staring back at me. My heart skipped a beat. "Dan... Danielle?" I asked, my voice shaking a bit. "Hi Johnny." She said, smiling nervously. "I... I thought you were Jenny. What are you doing here?" I was on top of her now, my cock between her legs touching her thighs. It would be so easy to take her... "I, uh... I saw the way you looked at me. Earlier tonight, during the show? And I, uh... I couldn't stop thinking about you. Jenny has talked about how great you are, and how much she loves making love to you. I've always been intrigued by that, by you, but I kept asking her questions about it tonight, after you went to bed." As she talked she moved her hands up and down my back and over my ass. "I've been so nervous about losing my virginity, but she mentioned how gentle you were with her, and how focused you are on making sure she enjoys sex. After she fell asleep it was all I could think about. I waited until I knew she was out cold and then I came in here. You were sleeping hard, and at first I just undressed and cuddled up next to you. I couldn't control myself though... Are you mad at me?" Mad? This was a dream come true. Still, I had been tricked into cheating on my girlfriend, something I had swore I'd never do. Unconsciously my right hand was exploring Danielle's body, and I was gently rubbing her left breast and nipple. "I'm not mad. God Danielle... I've wanted you for so long... We can't do this though. Jenny would be devastated." I was thrusting slightly on top of her as I said this, unconsciously rubbing my penis against her thighs. Her breathing was becoming labored as I continued rubbing her breast lightly. "I know she would be, and I don't want to hurt her. I love her too much to ever hurt her. I just... I don't want to be a virgin any more. I would never tell her any of this. I promise. But please... please take my virginity." Her eyes were pleading with me to listen to her. I knew what the right answer was. The right thing to do would be to tell her no. I should tell her that it was wrong to trick me, and that I love Jenny far too much to ever betray her. I couldn't do it though. The thought of kicking Danielle out of my bed, while she laid below me naked, pleading with me to take her virginity... If I had ever been more turned on by anything, I couldn't think of it. Without saying anything I bent down and kissed her forehead. Then I kissed her left cheek. Then her right. I moved my lips back to hers and for the first time I knowingly kissed my girlfriend's best friend. I kissed her softly, open-mouthed but without our tongues. The kiss was soft and sensual, and soon I began grabbing her breast gently while we kissed. Her breast was much larger than Jenny's, and felt amazing in my hand. I pinched the nipple softly between my thumb and index finger, and Danielle gasped. She reached down and grabbed my penis with one hand. She slowly began rubbing it against her pussy juices, lubricating my penis. It felt incredible, and I began thrusting slowly as she did so. When I had thought she was Jenny I was wanting to go down on her, to thank her for the amazing blowjob. I loved the way Jenny tasted, and I desperately wanted to know how Danielle tasted as well. I felt a twinge of guilt at this, and I kissed her fully in response. With my penis so close to claiming it's prize, I was too far gone to stop to eat Danielle out. She lined me up to the head of her vagina and I ever so slowly entered her. She was breathing very heavy at this point, and I could tell she was nervous. Most girls are scared of losing their virginity because they think it will hurt, and I'm sure that was frightening her at this point. I began moving the tip of my penis in and out very slowly, not going in deep enough to break her hymen. Danielle held my penis with one hand still, lining it up but also preventing it from going in any further. This continued on for about a minute, as I fucked her gently with just the tip of my penis. It felt amazing, but it wasn't enough, and I needed to take her completely. I reached down with my hand and placed it over her hand. Slowly I lifter her hand and moved it off my penis. She was shaking at this point. I lifted my head and looked her in her beautiful, blue eyes. My Girlfriend's Best Friend "Are you ready?" I asked her softly. A single tear rolled down her cheek. "I'm ready." She said, with a slight quiver in her voice. Without breaking eye contact I ever so slowly pushed myself deeper into her pussy. I quickly encountered resistance, and I pushed in deeper, breaking her cherry. She cried out a bit at this, and her finger nails dug into my back. I stopped moving for a moment, and then gently buried myself completely into her as far as I could. Her pussy took in the entire length of my penis, and it took incredibly effort to keep myself from coming right there and then. "Are you okay?" I asked, pumping her very, very slowly. "Yes. It hurts, but it feels so good." She sounded stronger now. Much less nervous. "Okay. Tell me if you need me to slow down." "Don't worry about me. Fuck me Johnny. Fuck me like this is the last time we're ever going to fuck." She grabbed my ass with both hands and pulled me into her deeply. She was right. We would never get to do this again. We never could do it again. We shouldn't be doing it now. At that realization, I decided to fuck her for all it was worth. I increased my thrusts exponentially, pulling out as much as I could without falling out, and then thrusting into her as hard as I could. I did this several times until my pace quickened, and I was fucking her much harder than I'd planned to. "Yes. Fuck me." Danielle said directly into my ear. Goosebumps exploded across my body. Danielle's moans became louder and louder as I pounded her harder and harder. Jenny was a hard sleeper, but what if Danielle's moan's woke her? I kissed Danielle again, and pushed my tongue deep in her, hoping to quiet her a bit. It seemed to work. Worried that I might blow my load before she got a chance to cum, I decided to switch positions. I put my arm around her back and pulled her on top of me. Danielle gasped in surprise. I pushed her up so that she was sitting upright on me. This was the first time I really got a good look at her breasts, and they were stunning. Her c-cup breasts were perky and full, with medium-sized pink nipples begging me to suck on them. I lifted myself up to her and took her left breast into my mouth. I sucked on her nipple while she ground into my cock. I then kneaded her nipple between my lips, biting down on it gently through my lips. She grabbed the back of my head and squeezed me against her tits, moaning louder and louder. The noise still concerned me, but I was having a harder time caring. I switched to her right breast and repeated the process. Her grinding became faster and more intense, and I could tell she was close to coming. I leaned back on the bed and reached under her pussy to her clit with my right hand. With my thumb I applied circular pressure as she bounced up and down on my cock. I was transfixed by her tits as they bounced with her, matching her movements. Danielle became quieter and seemed to hold her breath. She dropped all of her weight onto my cock and proceeded to grind me again as I kept playing with her clit. After around twenty seconds of this she let go of her breath and came on my cock. I could feel the pulsating in her pussy as she quivered on top of me, spasm after spasm of her orgasm hitting her body. This was finally too much for me, and I knew I was going to cum as well. It occurred to me for a moment that I should pull out. I had never came in Jenny's pussy without protection before. Danielle was still grinding on my cock though. I couldn't pull out without interrupting her orgasm. I couldn't interrupt her during her first time... Looking at her then I realized: I wanted more than anything to cum in her pussy. I needed to. So with that, I shot load after load of my semen directly into her belly. I came for what felt like thirty seconds, and with each shot from my penis I felt her spasm on top of me. When we finished coming Danielle collapsed onto my stomach. We laid that way for several minutes: my arms wrapped around her; my penis deep inside her. Finally she was the one to break it off, slowly lifting herself so my penis fell out of her. She lifted herself up and looked me in the eyes. "Thank you Johnny. That was amazing." She said. "Thank you for choosing me. I am honored to have taken your virginity. Are you... okay?" I asked. "I'm more than okay." She said. She smiled at me, a full, bright smile, and I knew then that I would never forget this night. Regardless of what happened tomorrow, this was worth it. "I am so glad it was you. I had better get back out there. This is our little secret, okay? You don't need to worry about me ever telling anyone." Jenny was her best friend. I knew I could trust her to keep this a secret. This wouldn't just destroy my relationship to Jenny, but hers as well. "You can trust me too. Our secret." I leaned up and kissed her on the mouth. She pressed into me, burying her tongue deep in my mouth. We kissed for at least a minute. I never wanted it to end. Then, at least, she pulled away, slowly, and got dressed. She walked to the bedroom door without saying a word and opened it. Before leaving she looked back, blew me a kiss, and then closed the door behind her. I turned on the lights and surveyed the damage. I was covered in blood on my crotch and stomach, and the sheets had a bright blood spot where Danielle had been when I'd first entered her. I took the sheets off the bed and replaced them with the spare. I hid the dirty sheets at the bottom of the hamper. Tomorrow morning I'd clean them, and hopefully destroy all of the evidence. I hopped into the shower, cleaning away the blood and bodily fluids left over from our tryst. When I awoke the next morning I found Jenny in the kitchen eating breakfast. "I made you breakfast." She said, smiling up at me. "Pancakes, Bacon and Eggs. I didn't know how long you stayed up playing last night so I didn't want to wake you, but I just finished." "Thank you baby." I said, smiling back at her. It smelled amazing. "Danielle leave already?" I tried to ask innocently. "Oh no, she had to work this morning. She left pretty early. I hope we didn't keep you up last night? We can be pretty noisy." "Nope." I said. "I slept like a baby."