9 comments/ 50277 views/ 36 favorites Sharing Lily with Louis By: damooseg I had been dating my girlfriend for almost 3 years when we came to a turning point: our first threesome. My girlfriend's about 5'5" and had a beautiful body. Nice big, perky tits and the most amazingly sexy smile. She took me by the hand and pulled me through the door into the bedroom. Behind us, Louis came in and shut the door, making sure to lock it. He turned and looked at us, smiling and licking his teeth, as was his habit. I smiled back and Lily giggled. She stepped up on her toes and kissed me deeply, weaving her tongue with expert moves around mine and between my lips. Louis moved to the big king-sized bed and started pulling the covers loose, before sitting down on the edge of it to watch us. I was a little nervous, but Lily kept me focused, and I started caressing her, grabbing her ass and grinding her against my crotch as she started moaning and continued sucking and biting my lips. I moved my hands up under her top and removed it, revealing her bra and, more importantly, her beautiful tits. Though they were still covered, Louis let out a small "wow" at the sight. I smiled at that, and turned her around so her ass was against my crotch, and her front was facing Louis on the bed, now visibly turned on. I continued to caress her and started massaging her tits, and tracing my hand down her stomach to slide a couple of fingers down her pants. Lily closed her eyes, and moaned, moving her hand up to grab me by the scruff of my neck as she continued to grind her ass against me. My hand moved further down and reached her pussy which I cupped and started rubbing gently, to the visible enjoyment of both Louis and Lily. She bit her lip and moaned loudly, and started pushing her tits together and playing with them. At length she opened her eyes and looked straight at Louis, "It's allowed to masturbate, you know," she said, with a wicked smile, "I'll be seeing your cock soon anyway." Louis chuckled nervously and started running his hand over his crotch. With this, she suddenly detached herself from me and kissed me again, before telling me to join Louis on the bed. "Take off your pants boys, if you want a show." We complied, removing our jeans and socks, before sitting back down to look at a very pleased Lily. She winked at me, and started dancing slowly, moving her body like only a girl can, and slowly teasing her jeans off to match us. "Now remember, a couple of rules," she said, still stripping as we stared at her beautiful body, "you boys are here for me, so you have to respect my desires," we nodded, "when I say stop, you stop, when I say go," as she spoke she slid her jeans down and turned around so we could see her big, round ass slowly appearing, and stuck it out, bending over for our viewing pleasure, "you go." She slid them all the way off and stood up again, facing us in nothing but her underwear. "Secondly, always wear a condom, otherwise you're not allowed. We don't want to risk you cumming in me." At this Louis looked a little disheartened, but I had no pity for him; I had never cum inside her, and if I had to wear one every time Lily and I had sex, so would he. "Well guys, if you're hard don't be shy, I want to see what you're packing," she said, with another one of her trademark mischievous smiles, before approaching us slowly and tracing a finger up and down her stomach. Louis and I shared a glance and I started by taking off my shirt, which Louis followed up and then we stopped again. "Wow, Louis, you've got quite the bod'," Lily said, to which I felt a twinge of jealousy for her attention to him, "but come on guys, I wanna see you!" "Well, let's see you first," said Louis, and again my jealousy twitched at the way he was talking to her and making demands. Lily however, didn't mind at all, but sighed a little theatrically to give a show of resistance, before getting down on her hands and knees and crawling the remaining distance between us and her. When she got to us she laid a hand on Louis' thigh, and kept it there for a little, squeezing him ever so slightly. His cock jumped and Lily winked at him, before sitting back on her haunches and letting us take in the view of her amazing chest and body. From habit, I reached down and grabbed my now rock-hard dick, and massaged it tentatively through my boxers. Louis, still amazed, followed suit, but actually pulled his cock out and started rubbing it. To my embarrassment (and slight surprise) his dick fully erect was a sizable amount bigger than mine: thicker, and at least a full two inches longer. Lily was caressing herself as we stared but when Louis revealed his dick I saw her eyes hungrily taking it in, and she chose that moment to start biting her lower lip and to moan, and, as she pulled her bra down and played with her hard nipples, her eyes locked on his dick. Again I felt slighted at her seemingly have forgotten about me, who was supposed to be her boyfriend, at the sight of Louis' big dick. Lily moaned in anticipation and reached round to unhook her bra and smiled again with knowing wickedness as he continued to stroke it, the precum already making it glisten. Her eyes seemed fixed on him and him alone, and my stomach did a summersault as she released her boobs and crept closer again to us, except that she moved from between us to sit in front of Louis, and kissed him on the knees, before moving to his inner thighs. He looked at me in amazement and smiled, stifling a groan as Lily moved closer and closer to his cock. I gazed darkly as she righted herself and looked up at Louis, before leaning in and kissing him on the lips, her hanging tits brushing his cock head as her hand moved towards it, his dick now standing straight and almost covered in precum. She thumbed his cock head as they hungrily made out, their tongues visibly intertwined, and then she released him, lowered her head, and kissed his dick as her hands and tits rested on his thighs. She took him in, slowly, just about two inches down, at which he moaned and grabbed a handful of her hair. By the look on Louis' face, Lily was swirling her tongue around before she let go again with a contented smile on her face. Louis almost passed out from the intensity and he just sat there quietly as Lily sat back again, playing with her nipples for him. By now I was almost seething with embarrassment and jealousy, and I was about to speak when Lily said, "Louis, you stud, I never knew what an amazing dick you had," licking her lips. He smiled and produced a nervous laugh, "well then why'd you stop?" He let the words hang. She winked and smiled, "I think Sam is getting a little jealous." I was unsure how to react so I just smiled, my spirit somewhat deflated. As strange as it was to admit it though, seeing Lily servicing another guy was somehow incredibly sexy, and, despite my jealousy, I was quite turned on. She smiled sweetly as she shuffled over to me and started pulling off my boxers. I complied and soon I sat there completely naked, more than either of them. Somehow this made me feel like they still had that as a connection, despite the fact that she was now stroking my dick, as I sat there naked and at her mercy. As Lily stroked my dick, which by now seemed comparatively small, she reached up and cupped my balls gently, tickling them with her nails. "You like that?" She asked, in her sweet, innocent voice, like she knew I loved. I only nodded in reply, remaining silent as Lily stuck her tongue out and let it hover over my cock. She moaned gently and I moaned in reply, before I realized that Louis had got off the bed and moved next to Lily, and was massaging her thigh with his left hand, as his right started caressing her ass. Reaching down, he traced under her panties and down her ass crack and seemed to linger, rubbing softly over her tight asshole, before continuing down to her pussy. While she was stroking my dick, Lily started moaning harder as Louis found her pussy and started fingering it. Lingering on the clit, my friend pleasured my girlfriend as I sat there and watched. She started getting distracted and focused more on the attention she was receiving than what she was giving to me, and I started getting frustrated. After a while she started bucking her hips in time to his fingering, grinding herself against the palm of his hand. Finally, she leaned back, still stroking me, though with less vigour than before, and started kissing Louis again. They broke apart and she stared into his eyes as he started getting rougher with his hands, grabbing her ass as he finger-fucked her. Lily moaned in her sweet voice and whimpered, "Oh, fuck, that's good... Mmmmh." In response, he spanked her ass and she let out a sound of some surprise. That was her weak spot. Lily was an incredibly beautiful young girl, and she loved submissive play, she loved being used, which was in part what had prompted her to accept the invite to a threesome in the first place. "Mmmh, yes..." she muttered, somewhat involuntarily. Louis smiled at the effect the spank had produced and repeated it. "AH!" she groaned, loudly. "So you like being punished?" he asked, playfully, licking his teeth again. "Yesss, when I've been bad..." she trailed off. "Have you been bad?" he asked. "You tell me," she whispered, sticking her tongue out again as she neared my dick. Starting at my balls, she licked my whole shaft and lingered on my cock-head, keeping her eyes fixed on Louis, before pulling off again and taking a hold of my dick in her right hand. With her left she stroked his chin, and smiled, looking into his eyes with her perfect round blue eyes, "wanna see how bad I can get?" Louis smiled back, "well, what are you waiting for?" I reacted to his audacity with my girlfriend again, but she seemed to love it. Lily flicked her eyes sidelong to me and then back to him, "alright, come here, big boy," she said, and pulled him close to her again. Their lips met roughly and they made out passionately, her hand still on my dick, which was twitching with excitement. With her left hand, she stroked his face and traced his jawline, before moving it down and settling it on his crotch. She pulled off, "I want you to feed me some real cock," Lily exclaimed through clenched teeth, "after I warm up with him first." "What!?" I almost shouted; she was just trying to antagonize me now! They both looked at me, and Louis winked at me, as he got up and took off his boxers. Lily on the other hand, smiled, "relax baby, I'm just teasing," she said, and touched my face softly, passing her finger over my lips as if to shush me, "I wanna play." I wasn't entirely convinced, but seeing her beautiful blue eyes locked with mine again, as her fingers played with my lips, passing between them and tickling my chin, I gave in, sighing. She got up and wrapped her arms around me, nestling my head against her tits. I looked up at her, and, grabbing her ass, pulled her against me and started licking her nipples. I nibbled and sucked, all the while massaging her butt cheeks. She moaned loudly, grabbing my hair, as I slid her panties down and continued my work. Lily loved having her nipples sucked, and sometimes, could almost cum from just that. I could tell, however, that her eyes had started looking at her prize: Louis' cock. As I pleasured her she groaned and took in the sight of Louis standing by the bed fully naked, enjoying it massively. He had noticed her attention and smiled, stroking his dick as he watched her get pleasured, and paying special attention to those beautiful, well-rounded C-cups. I finally stopped, and sent her on her way with a quick tap on her ass, now fully bared to the room. We were now all naked, and I could tell Louis was enjoying the view, at least of Lily, as she got on the bed and dragged me by the hand to come stand in front of her. Kneeling on the bed, her eyes were level with my chest and she looked up at me, all purity and innocence, while her hand reached out and started stroking my dick. Louis went and leaned on the wall to my right, against which the bed stood, watching the progress. Trying to reassert my position as the boyfriend, I bent over and started kissing Lily, lifting my hand to cup her chin. She answered passionately, making out with me intensely, her tongue constantly darting in and out of my mouth and over my lips. As we made out, she started spreading her legs and stuck out her ass, forming a gently curving shape from her neck to her ass and giving Louis a nice side-view of her curvaceous body. As Lily continued stroking me, I moved my hand from her chin to around her throat, and grabbed her, which made her smile wickedly. She loved it rough, and started playing with her tits, for the benefit of our voyeur. I wished she would focus on me alone like she did when paying attention to Louis, so I pulled her down, prompting her to take my cock in her mouth, and stick her ass out even more for him. With my hand still wrapped around her throat, she soon started moaning as she tightened her lips around my dick and started sucking. Pushing her deeper and deeper with each stroke, forcing her to take in more and more of my hard cock, I was able to bend over her and slap her on the ass. She groaned and gargled in pleasure around my cockhead, and I spanked her again, harder, still keeping her deeply impaled on my dick. Deciding it was my turn to get the action, I ruthlessly kept her there, as I remained bent over, spanking her ass and pussy, to the continuing yelps and moans of Lily's pleasure. I started playing with her pussy, reaching over to finger it deeply. Finally, she had to push me off to catch her breath, "fuck that's good," she breathed, then, turning to Louis, she said "come here, hun, I need more hands." He sprung to action, glad to be included again, and came over, holding his big dick in his right hand. Again, her eyes locked onto it, and she even licked her lips! When he got close enough she reached out and took his member in her left hand, saying, "fuck, it just keeps growing." "It's getting impatient," he said, smiling. Frowning, Lily looked up at him, "aww, here," she said, and pulled him closer, taking his dick in her mouth, barely reaching halfway before she gagged and pulled off, leaving a trail of saliva hanging from her bottom lip to his cockhead, still staring up at him with her big eyes. Promptly, she began jerking him off, and Louis issued a strange groan from his mouth. She lifted his dick, still stroking it, and locked her lips around his balls, as her right hand found mine, and massaged them gently. The view of my girlfriend on her knees, her face buried in my friend's crotch as she stroked my dick and played with my balls was amazing, and I forgot momentarily the stinging jealousy of her preference for the other man. Louis took a handful of her hair and pulled her off, before feeding her his dick, keeping her under it and maneuvering it to slide down her mouth, over her tongue, which she stuck out for him. He filled her whole mouth and her eyes watered but she kept them open, still fixed on his. When his dick reached her throat she gagged, unable to fit his girth on the first attempt, but he kept her pinned, her face impaled on his huge cock. She continued to gag, her throat now convulsing around his dick, and still he held her, his hand tangled tightly in her dirty blonde hair, and his other moving down to grip her throat. She gargled, her eyes now running, and the hand stroking my dick moved to his leg, feebly grasping it. But she stayed, and I stared, amazed at how long she was willing to gag around his big dick. Finally, she pushed off with a loud groan, heaving deeply and coughing, his cock trailing long strings of spit from her brutalized mouth. When she had caught her breath she looked at him, but instead of annoyance or anger at his rough treatment, I saw pure, unbridled horniness in her eyes, her wet lips quivering as tears ran down her face. I looked at Louis and saw that he was returning her stare with equal intensity. But, sensing my thoughts, he turned her head roughly towards me again, leaving her, still breathing heavily, her mouth open and dripping with saliva, to face my dick, now harder than ever. "Fuck, you're a bad girl," he said, moving to sit behind her, and grabbing her ass cheek, squeezing it tightly. Still unable to talk, she just swallowed, moaning in pleasure. Remembering my place I looked down at her, her head turned back to look at Louis, enjoying his attention, and I grabbed her hair with both hands, leading her head around to take my dick in and suck. She did so with enthusiasm, having missed the feeling of cock in her mouth when he'd pulled out. This time I decided to take out my frustration a little, clenching my fists around handfuls of hair and holding her head still as I started to, slowly, but with increasing fervor, fuck her mouth. Lily let me, screwing her eyes shut as I pounded her senseless. Louis, still situated behind her, matching my enthusiasm, spanked her suddenly on the ass. "AH!" she yelped, her mouth still full of cock. I let her hair go, and she pulled off and yelled "yes! Spank me, come on! AH!" she cried as he repeated the action, harder, on the same spot as before, "mmmmh..." she moaned, as she took my hard dick back in her wanting mouth. With her right hand she reached round, grabbing onto the back of my left thigh as I started humping again, sliding my cock in and out across her tongue and down her throat. My hands were grasping her, one hand locking around her throat as the other clasped a handful of hair. She gagged, but kept her eyes unwaveringly on mine as they started watering again. However she could not help blinking at each of Louis' stinging smacks on her ass. On my next slide in I kept my cock there, firmly keeping her head in place as my dick buried deep in her throat. She complied without resistance, even sticking out her tongue as her brutalized face stared up at mine. At this moment, Louis decided to land a particularly forceful slap directly on Lily's pussy and she cried out, her eyes shutting with the pain, my dick still deep in her mouth, as she dug her fingernails into the back of my leg. Finally I let her go and she pushed off with an audible retch. "Holy fuck, you boys know how to punish a girl!" she exclaimed, wiping her tears, and laughing a little. "It's what you wanted, right?" I asked with a wicked smile. She got up straight on her knees, so her head was back at chest height, and Louis shuffled in from behind, nestling his big dick between her now fiery red ass-cheeks, kissing her neck and holding her by the waist against him. "Mmmmh, yes," she moaned, briefly enjoying Louis' attention, grinding her ass against his cock, before reaching out and taking hold of my dick and pulling me close, "it is." As I neared her, Louis moved to caress her tits, and I placed my hands on her waist, sliding my wet dick between her thighs. She was now firmly sandwiched between us, which turned her on to no end. She almost squirmed with pleasure at being handled by two guys, their cocks rubbing against her ass and pussy. As Louis continued massaging her tits, squeezing and fondling her nipples, I slid my cock across her pussy, aided by her dripping wetness, and kissed her, biting her lips and passing my tongue across them. Entangled in our attention, Lily merely moaned, unable to do much except vocally egg us on, her hands on Louis' hips as he dry-humped her ass-cheeks and played with her body. "F-f-f-f-fuck," she whispered "I want some cock, right now, in my pussy..." I reacted first and stepped back, getting off the bed again, to get a condom. Louis, however, took this as a sign to let him start, and bent Lily down to get on all fours on the bed. Delirious, and incredibly horny, Lily submitted her ass in offering to Louis, as she reached down between her legs and started rubbing her clit. Sharing Lily with Louis "YES! Put it in, hurry, fuck me!" she cried, as she bent over, her face in the sheets and her pussy spread open for his dick. Her free hand clenched the bed sheets, and she looked back at him, smiling. I was outraged. It was rare that I would get to fuck Lily without a condom, despite the fact that she was on the pill, but here she was, letting Louis fuck her bareback without so much as a pause of hesitation. "Mmmh, guests get served first," she said, her legs shivering in anticipation. I opened my mouth to speak, but before I could, Louis, with little ceremony, grabbed his huge dick and lined it up with her thoroughly wet pussy, before sliding in, her pussy barely accepting his girth and hard, 8 inches of cock. "OOH-" she cried, as if the wind was knocked out of her, " -- myyy Goood!" Louis leaned in, putting his full weight behind his thrust, holding onto Lily's nice round ass, as he pushed her into the bed, while she pushed back. "Fuck, Louis, that's big!" she moaned, feeling her pussy fill up entirely with his big, hard dick. "Yeah, fucking take it!" he said, with a smack on her ass to punctuate it. Lily simply moaned in reply, unable now to form syllables, as her pussy walls clenched around his cock. I stood there, unsure what to do, not wanting to ruin the mood, but wishing to remind him that he was not allowed to cum in her. Louis, feeling her pussy massage his dick, groaned, "ahhh that's good Lily." "Yeah? You like that, when I massage your big dick like that?" she replied in a lusty voice, starting slowly to gyrate her hips in response to his rising moans of pleasure, and sliding her pussy off, slowly, only to stop and return his dick to the depths of her vagina, with a long "mmmmmh." For a while they just stayed like that, Lily slowly sliding on his dick as her pussy got used to his size. Her eyes shut and her moaning got quieter, but she continued the rhythm as Louis simply enjoyed the amazing feeling of my girlfriend's tight pussy on his cock and put his hands behind his head, letting her do the work. After some time Lily's moans grew louder, more intense. She started riding faster, humping his dick. Soon there came a low moan, which grew, rising in volume and pitch as she continued fucking him, her eyes now screwed tightly shut. Louis responded and matched her rhythm with thrusts of his own, grabbing hold of her hips to steady him. Suddenly the moan turned into a wail, and she picked up pace, as her hips started shivering. "Aaaah, oooh f-f-f-uu-" she cried, unable to contain herself anymore and burst into a full-body orgasm, her entire body shaking, "Fuck! AAHH!! FUCK YESS!" she screamed as her arms started flailing and pulling sheets loose. Unable to keep up the rhythm during her knee-rattling orgasm, she shouted "FUCK ME! OH FUCK, LOUIS, FUCK ME!" He responded immediately, tightening his grip on her ass, and thrusting harder, now fucking her deep as her pussy clenched and spasmed around his dick. With every thrust Lily cried out, "FUCK, FUCK, FUCK, FUCK ME, FUCK ME, OOOH LOUISSS FUCK ME!" As he pumped into her, he started spanking her, "AH!! YESS! FUCK, SPANK ME, YES, AH! AH! AH!" Incredibly turned on, I had started jacking off as Lily looked up at me, her face in a rictus of pleasure at the feeling of having her pussy completely stuffed with hard, thumping cock. She seemed in as much pain as pleasure as her mouth opened and closed, her expression almost apologetic while Louis fucked her doggy-style, giving her a loud and intense orgasm. I jerked my dick as I looked into her beautiful eyes, when she lowered her head, Louis having started to slow down. She was panting, legs still shaking at the aftershocks and coated in her juices, when Louis smacked her one last time on the ass, before pulling out. She collapsed, still on her knees, but face down in the bed, as she heaved for breath and tried to recover, moaning loudly and shaking violently. Apparently my misgivings about Lily letting Louis fuck her without a condom were unnecessary because Louis was far from done with her; not having cum and still rock hard. He pulled her ass up to present him with a full view of her quivering, wet pussy and asshole. Then, plunging down, he proceeded to eat out her pussy. With broad strokes, he licked from her pubic mound to her ass, alternating between tonguing her clit and sucking her lips with loud slurping sounds, enjoying the excessive amounts of pussy fluids she had produced during her lengthy orgasm. Lily loved a messy pussy eater and groaned, still not fully calmed down, but thoroughly enjoying the treatment. With an arm around her pelvis, hoisting her ass up, Louis pushed his face into her wet pussy. "Mmmmmhhh!" she moaned, again staring up at me. Then, noticing my lack of action, she beckoned me over, saying "come Sam, give me that dick." I hurried over before Louis had a chance to 'misinterpret' again and kneeled on the bed. She sat up a little, and, as I was still holding my dick, took my balls in her mouth. As she needed to keep her head low and her ass high, we shifted, and I sat down on the bed, with my crotch and asshole facing her, as Louis continued the assault on her pussy. She took the hint and continued her attention, licking and sucking on my balls. I loved it and kept jacking off as she made her way down to my taint, keeping it wet and tonguing me vigorously. Lily moaned, vibrating her lips, and moved down to my asshole, licking it and kissing it wetly. I started moaning loudly, when suddenly she stopped, and looked back, "Louis, fuck, you're amazing at this!" He looked up from his work and smiled "dude, wow, she is so nasty." "I know, right? I fucking love it!" I replied. "You can take quite a lot of punishment Lily," he said, now moving his hand up to start playing with her pussy. She moaned, "don't be afraid to just use me, hun," she said, before giving me a wink, "I want you two boys to do what you want with me," and lowered her head to envelop my balls in her warm, wet mouth, tongue running continuously across my sack and sending tingles up my spine. "Fine," he said, and placed a finger coated in her pussy juices at her asshole, pushing gently and rubbing at the entrance. As he did so, he lowered his head again to continue eating her out, staying on her clit. Lily moaned, humming around my balls as she sucked and licked them, before gasping with surprise as Louis pushed a finger gently into her ass. He started tentatively, rubbing her sphincter as he rested with his fingertip in her asshole. Lily lifted her head to enjoy the feeling. I got off the bed to let her enjoy it as Louis attempted to slide his finger further. At this, Lily had a sharp intake of breath, and Louis paused his oral work to kiss her ass and drop a trail of spit to run down her ass-crack. When it reached her asshole, he rubbed it in carefully, to Lily's encouraging moans. Then he started again, sliding his finger in, slowly going deeper and deeper in her tight little asshole. As he reached his second knuckle, he slowly started pulling out, meanwhile moving his finger about inside of her. Slowly, but surely, Louis was able to move faster, and with greater movement sliding his finger in and out of her loosening asshole, as Lily spit in her hand and helped lube it. This was more or less uncharted territory for me and Lily, having only once or twice given anal a proper try, but she seemed to be enjoying herself. Deciding I wasn't needed for the moment, I had taken up position on the couch, with my cock in my hand, enjoying the show. I had decided to make the best out of the situation and started jacking off again, as Louis continued his patient work of loosening her up. As Lily seemed to grow comfortable with one finger, now deeply buried and thrusting inside of her, Louis upped his game, and spat on her asshole, before carefully inserting a second finger. Her sphincter tightening, Lily let out a short groan, but as her ass was more stretched and lubed up with copious amounts of spit, the second finger was soon accommodated alongside the first. Now with both pointer and middle finger in her asshole, Louis grew a little more confident, or rough. Twisting his hand to have his palm facing up, he curled his two fingers up inside Lily's ass. "AH!" she grunted, lifting herself from the bed to follow the fingers' movement, now on her hands and knees. Louis leaned over her back and whispered something in her ear, fingers still curling and uncurling in a "come hither" movement, plunged deep in her tight asshole. She seemed in pain, panting as Louis' fingers did their work inside of her. With his free hand, Louis cupped Lily's tits, massaging them and pinching her nipples, before lifting her up to sit on her knees in the bed, shifting her weight to push her further down on his fingers. She groaned again as her weight settled, forcing his fingers deeper inside of her, and started grinding, riding his hand with slow, circular movements. Louis clasped his free hand around her throat, keeping her pinned back against him, his cock resting on her ass-cheeks, and his tongue moving a playful dance in and around her ear. As she continued riding, Louis started biting her earlobe, and moving his hand faster, making larger movements and beginning to slide his fingers in and out along her sensitive asshole, while keeping a firm hand across her throat which kept her head back, resting on his right shoulder. "Mmmmmh," she moaned, biting her lower lip, screwing her eyes shut in response to the conflicting feelings of hot pain and intense pleasure at having her ass finger-fucked. Seeing her so totally out of control, entirely submissive to Louis' power, her hands roaming her own body, pushing her tits together, playing with her nipples, scraping along her belly, made me ache to join, to help use her and fulfill her fantasy, which was mine as well. I got on the bed, positioning myself in front of her on my knees, still unnoticed as her eyes remained closed and her mind was focused on the violation of her tight ass. I leaned in and, careful to not make her aware of my presence, I placed my lips around her left nipple. She gasped suddenly, taken by surprise by the new feeling of her nipple being sucked and nibbled, and then moved her hands to scratch the back of my neck and grasp my hair. "OH! F-f-f-f-fuuck," she murmured, and then, as I moved my hand down, first cupping her pubic mound, before running my middle finger in her slit and penetrating her deeply, immediately finding and fingering her G-spot, she cried "OH! FUCK!" her knees now quavering, and her juices beginning to flow more freely. Before she could cum, though, Louis slid his two fingers out of her asshole, and spanked her, hard, on the ass. "OW!" she yelped, but as she tried to look back at Louis, he restrained her, still holding her by the throat, and smacked her again. "Shhh," he whispered, "I thought you could take your punishment." Lily struggled again, but he kept her pinned and spanked her again, which I followed with a smack on her pussy lips; another yelp, followed by another smack from both of us. "You have to take your punishment like a good girl, and not make a sound, is that understood?" I asked, grabbing her by the hair. She bit her lip and looked at me, pleadingly. Louis spanked her again, "is that understood?" he repeated. "Mmhmm," she replied, shyly, pouting her lips and putting on an innocent face. With that, Louis bent her forward, and lined up his big dick with Lily's now loosened, and very ready, asshole. I took over holding her throat, as she leaned towards me, with a pleading look on her beautiful face, and looked me straight in the eyes. I almost came right there and then at the sight of this innocent, young girl being dominated and used by two men for their own enjoyment, but Louis, without missing a beat , said "it's 'mmhmm' sir," and landed another spank on her ass. "Mmmh," she moaned, "yes, sir." "Don't worry baby, you're gonna love this," Louis said, his cockhead pushing against her balloon-knot, his right hand guiding it, as he rested the other on her ass-cheek. "Mmmh," she moaned again, as he pushed, trying to get his dick past her tight muscle. With my free hand I reached between her legs and found her clit, covered in juices and started rubbing it, before kissing her on the lips, moving my hand to grasp her tightly by the hair. I bit her lip and she continued moaning as Louis rubbed his dick against her ass, trying to gain entry. Finally, with a short grunt from Lily, his cockhead popped through. "Fuck, that's tight... here," he reached around with his hand and placed it at her mouth, "spit." Though he was only about half an inch in, Lily was struggling to fit Louis' big dick in her tiny, hot asshole, and this, in combination with the pleasure from my unceasing assault on her clit, made her unable to form a single syllable, and she simply took his fingers in her mouth, coating them richly in her saliva. With that he was able to slide his dick further in, and as she felt it enter her fully, aided by her own spit, slowly reaching deeper and deeper into her asshole, Lily let out a long, low moan. I stopped rubbing her clit and, now stroking myself at the sight of my girlfriend, her ass filled to the brim with my friend's big dick, I looked into her eyes, big and blue, with an innocent and piteous look in them. Louis paused, unable to fit any more of his big cock in her tight ass, and let the walls of her ass stretch to accommodate him. She moaned, as her ass slowly got used to his size, and he began the slow process of sliding it back out. Lily shuddered as her ass emptied again, but before leaving it completely, Louis stopped, keeping an inch of his hard dick in, then leaning in and sliding it back. As she moaned, I grabbed her hair with my free hand and kissed her, and then asked, "you like that big dick in your ass, baby?" Looking into my eyes still, she nodded, moaning her assent. I yanked her hair back slightly, and she gasped, before remembering and saying, "yes sir." "You want him to keep fucking you like he's doing?" "Yes sir." "You want him to start fucking you properly with that dick?" Biting her lip and looking worried, she hesitated, and then nodded, "yes sir." Needing no further encouragement, Louis started picking up speed, keeping his dick lubed, and sliding it faster and with more enthusiasm, slowly picking up the pace until he was humping her, burying his dick deep with each stroke. Lily started moaning louder, grunting at the apex of each thrust, as I stepped back, and Louis put one hand around her throat, as the other snaked across her belly, holding her upright on her knees, now fucking her fully from behind. Her hand reached back, caressing the nape of his neck as he put his chin on her shoulder and nibbled on her neck. As he continued picking up speed, Lily got used to his size and the feeling of her ass being filled, and the pain started subsiding, to be replaced by an unbelievable pleasure which she never believed possible. She cried his name as he pounded into her, choking her and fucking her ass relentlessly. Her hand was running through his hair, grasping and pulling it, as her other arm clawed helplessly at the arm holding her fixed in place by the throat. Still keeping her back pinned against him, Louis reached down with his free hand, and started fingering Lily's pussy. Running his fingers freely across and between her lips, passing roughly over her clit, Louis bit her earlobe as she started crying out in pleasure. "AAAH! OH FUCK LOUIS!" she screamed, as he fucked her senseless, "ooohh that's so good, baby, FUCK!" "YEAH, TAKE IT!" he shouted, and pushed her down on her hands, before proceeding to pound her with deep, long strokes. He got up and leaned down on her, forcing her down, forcing her face into the bed-sheets. Though muffled, Lily's groans were still very audible as she chewed and bit down on the sheets. Louis reached down, still thrusting into her, and pinned her down with one hand holding her arms behind her back, while the other grabbed her hair, yanking her face up. From my position on the couch I could look once more directly into her eyes, now lustful and teary, her teeth clenched and her ass rising up behind her like a mountain, the image completed by the dominant form of Louis bearing down on her, ruthlessly fucking her abused and submissive asshole. Before long, however, he had to slow down pace himself, and Lily's loud moans of pleasure lowered, and slowed down as he did. "Okay, wait, wait," she murmured, unwilling to make him stop, "I want to try both of you, I want both of you inside of me." Louis smiled, and pulled out, carefully, before lying down on his back. "Come suck my dick first," he said, and Lily eased her way up on her knees, wincing as her brutalized ass stung, missing the cock already. Then she winked at me, and turned to face Louis, and, getting between his legs, took his dick in her hand. "Yes sir," she answered, meekly, biting her lower lip in submission, before letting a thick string of saliva drop from her tongue to his cockhead, and stroking it, her fingers nearly unable to close around the thick shaft. As I got on the bed, Lily pouted her lips and wrapped them around Louis' dick. She went down deep, now used to his size, and took him in as far as her throat, before having to pull off with a suppressed retch. Louis smiled, and reached down, stroking her face, and running his hands through her hair as she went down on him again. Keeping a tight seal on his dick, Lily sucked Louis off, meanwhile running her right hand up along the inside of his leg. She touched his balls, carefully at first, then massaging and scratching them while he moaned. Placing myself behind her, I ran my dick along her pussy, still wet with her unbridled horniness, and she moaned, humming around Louis' big cock, now buried deep in her mouth. I collected her pussy juices with a couple of fingers and rubbed them on her asshole. Sensing my plan, she moaned with soft sibilance, "mmmh, yesss," and I inserted first one, then the other finger, into her now-loosened ass. I slid them in as far as I could, the full length of my middle finger penetrating her, and then curled them up like Louis had done, producing a pleasured grunt from Lily. She looked back at me, her eyes begging me to keep going, but Louis tightened his grip on her hair, forcing her back around, and thrusting into her mouth with his dick. He reached deeply again, and Lily gagged and pulled off. But Louis kept a strong hold on her hair and forced her down on his cock again, pushing up as he did so, again reaching her throat opening. Lily gargled, and opened her mouth widely, pushing her tongue out to lick his shaft as he kept her there. Keeping her mouth open wide, Lily started pushing down by herself, bobbing up and down on his dick. Still clenching her hair, he started thrusting in rhythm with her head, now fucking her face with deep strokes. Lily played along, her hands now roaming his body, scraping and clawing as he pounded into her roughly. Meanwhile, I had been fingering her ass, now sliding three fingers in and out of the tight hole almost effortlessly. Finally, she couldn't take it anymore. With a smack on his thigh, Lily pulled off, releasing Louis' cock in a splutter of spit and started coughing. Louis laughed, amazed at her tenacity and said "Fuck, you really can handle dick, can't you?" Hoarsely, but with a glint in her eye, Lily replied, "I just love it," and then, looking back at me, asked "so are you fine fellas gonna fuck me, or what?" "Of course," I said, and pulled out with a kiss on her butt-cheek. She shuffled forwards, and straddled Louis, his cock now well lubed. She leaned down and kissed him, as he placed his cock at her pussy entrance and pushed in. I was less worried about the lack of a condom now, considering his impressive stamina and staying-power, and went along with it, excusing Lily since we were in the heat of the moment. Sharing Lily with Louis "Fuuuuuck, that's deep," she mumbled around his lips as he entered her, stretching her again, despite the earlier performance. Louis held her close, a hand in her hair while they made out, keeping her bent over so I could join in. Already loosened, her asshole accepted me willingly with a little spit and I began to push in. "WOAH FUCK!" she cried, "wait-wait-wait, go slow, too much!" I slowed down and continued my work, and Lily moaned and laughed, unsure how to react as two cocks stuffed her completely full. When I was about halfway in, I leaned in and forced the rest of my cock into her, eliciting a loud yelp from her. "AH! FUCK!" I stayed down, leaning on top of her, pinning her on Louis' dick as I slid my cock deep. I stayed still, allowing Lily time to accommodate the both of us, her pussy and asshole stretched around our cocks, massaging and caressing them in their deep embrace. Finally, taking hold of Lily's hair, I started sliding, out first, before pushing in again with a low moan. Placing my other hand on her hip, I began to move with more confidence, stroking my cock deeply inside of her and humping her asshole, as Louis followed suit and began sliding his own member into her pussy. At this, Lily moaned loudly, still bent closely over Louis' chest with her arms at either side of his head, her head now resting on his shoulder. Taking this as encouragement, we continued fucking her, managing to find a rhythm where Louis would slide his cock deep just as I pulled out and Lily would grunt at every thrust of his big dick. We fucked her like this, ensuring that there was always a cock inside her at any time as Lily moaned and groaned. Finally, our rhythm failed and Louis and I thrust into her at the same time by accident, burying our dicks deep as we stayed, my hands firmly on her ass, Louis now having taken hold of her hair. Suddenly filled to the brim, Lily gasped, and bit into his shoulder as we held her there, pinned between two guys, her ass and pussy full of two hard, throbbing, big cocks. Louis, his hand still firmly tangled in her long hair, pulled Lily close, and started making out with her as he resumed fucking her pussy. With a light spank on her ass, I began again, my hands spreading her ass-cheeks as my cock slid into her. She moaned into his lips, and I looked down at them to see my hot girlfriend making out with my best friend, letting my gaze travel between her shoulder-blades, down her spine to her beautiful big ass, now spread wide apart as she straddled Louis and took my cock deep. I almost came at the sight of her beautiful asshole stretched around my dick as me and Louis fucked her. The sight was made all the better as Louis released her and she looked back at me, her hair tousled, and her eyes smoky. She pouted at me as we pounded into her, and swept her hair to the side, giving her a really sexed-up look which I adore. Suddenly I spanked her, and leaned over her, pushing her down and sandwiching her between our two hot, sweating bodies. Grabbing her hair, I pulled her up so my mouth was at her ear, and said, "you like that, huh? You like two cocks in you?" "Mmmh, yes, sir!" "You like that big dick in your pussy?" "Ooooh, fuck yes!" "Well, I think you should tell him." "Louis, baby, your cock feels so good," she moaned. "You want him to fuck you?" "Yes," she hissed, "yes! Come on Louis, fuck me big boy!" "Good girl," I said, leaning back and pulling her hair along with me to pull her up, as Louis started pounding into her again, my cock still buried in her asshole. I pulled her hair, prompting her to get on all fours, swinging her tits up to Louis' face, and allowing him to make longer strokes as he fucked her pussy. "Oooh! FUCK, Louis!" she shouted, as he played with her tits, squeezing them and playing with her nipples, occasionally sucking or licking one of them. I spanked her and started fucking her again, sliding my cock alongside his into her. She groaned loudly, unable to keep quiet as the pleasure became too much, her ass stinging with every resounding smack. As we continued, her legs started shaking, and Louis and I picked up pace, sensing another impending orgasm. Suddenly, the whole bed started shaking and Lily let out a moan which rose to a scream as I smacked her again and we started fucking with renewed vigour. She came, loudly, and violently, and I leant down and snaked one arm around her stomach, as the other grabbed her by the throat and pulled her back again. Sitting upright, Lily was now pinned deeply on Louis big, hard cock, as I continued to fuck her from behind, choking her and biting her earlobe, tonguing her ear and whispering. Cumming harder than she ever had in her life, Lily just took it, eyes screwed shut as two cocks penetrated her deeply, still fucking, still pounding deep into her. I grabbed her tits, massaging them as I began to nibble and bit her neck, pinching her nipples and pushing her big tits together. Finally, I let her go and she dropped back onto her hands and knees with a huge, audible heave of air and I realized she had been holding her breath as she was cumming, only now letting it go. She was far from done, however, and we continued to fuck into her, as she started whimpering. "Mmmh, oh, oh... f-f-f-f-fuuuck... fuck that's good, fuck... fuck, so big," she moaned, her pussy and ass squirming as she came, massaging our cocks as the walls spasmed with pleasure. After a while the shaking subsided a little, and Lily was able to pant with some rhythm, catching her breath. Gritting my teeth, I grabbed her ass with both my hands and shifted slightly, allowing myself better leverage. With that I started with renewed strength, pulling my dick out, before forcing it in again, beginning a new round of punishing thrusts as my cock slid in and out of her asshole with ease and pleasure. "AAH!" she managed, in surprise, as she felt my cock bury itself in her again, "FUCK SAM, FUCK!" Louis quickly followed suit and soon we were pounding into her like there was no tomorrow, and her legs began trembling again. "OOOHHH..." she wailed, "FUUUCK YES, PLEASE! PLEASE, SAM, GIVE IT TO ME, FUCK ME, FUCK ME, FUCK MY ASS! FUCK!" She collapsed, her head on Louis' shoulder again, as we continued our passionate treatment of her wet and used holes, but he grabbed her by the hair and pulled her up again, staring into her eyes with fire as he fucked her while she came. She lashed out, unable to control herself and scratched at his chest, and pounded her fist on his pectoral. I smacked her again. "AH! YESSSS! FUCK ME SAM, FUCK ME!" she shouted, "MMH OOH LOUIS, BABY, FUUUCK! I'M CUMMING, I'M CUMMING SO FUCKING HARD!" We kept up our rhythm until she quieted down and the shaking subsided. She stayed still, on her hands and knees with our cocks deep inside of her, moaning as we slowed down, her ass bright red from the punishment. Finally, I pulled out, and grabbed her hair, pulling her head back and standing up in the bed, my other hand holding my cock. "Come here, baby," I said, and she leant back, still impaled deeply on Louis' dick, arching her back to take my cock in her mouth. Still dazed from her knee-rattling orgasm, she took it as deep as she could, reaching the base of my dick and holding me there, her throat convulsing around my head as she pushed her tits together for me. This, her arching back and her tight throat brought me over the edge immediately and I came, hard. Barely able to remain upright as I unloaded in her throat, I grabbed her hair with both hands and moaned loudly. Louis remained still, waiting for his turn to cum in her mouth. She sucked every last drop dry, reaching up to take my balls in her hand, gently touching them, and pulling as I came. I shook and shuddered and Lily moaned around my dick. She released me, smacking her tongue and staring into my eyes as she swallowed my load. I smiled, and leaned down, kissing her passionately, before stepping off the bed and slapping her ass one last time. Her ass was hot with the treatment she had received and she gasped at the stinging touch. Sweaty with the exercise, I went to the bathroom to get a towel. I stood in the mirror and looked myself over. My body was toned, though not as well-shaped as Louis', and it was glistening with sweat. I turned the shower-tap on, deciding instead to wash myself, but popped my head out to check if the others were interested. On the bed Louis and Lily were making out, their hands roaming each other's bodies, his cock still buried deeply in her raw pussy. But he wasn't thrusting. They were just lying there, enjoying their heat, Lily still mewling with pleasure as his dick filled her up, softly kissing him and still shaking gently. She reached down slowly between them and cupped his balls, rubbing him just below his sack, as his hands rested on her tits, a thumb on each nipple, gently rubbing them. "You guys wanna shower?" I asked, my voice sounding harsh to the faint and soft moans escaping Lily's lips. To my annoyance they just ignored me, and I stepped out of the bathroom, intent on repeating the question, when Lily waved her hand at me to go away without turning away from her new lover. This drove me over the edge and I seethed with jealousy and embarrassment. I could only watch as Louis took a hold of her by the waist and flipped her over, remaining inside her as he got on top, a gasp of pleasant surprise coming from my girlfriend. Now on the bottom, her legs spread wide and curled around his back, hanging on to him as he started deeply and sensually fucking her. They were still kissing, tongues intertwining and darting between lips. I could only see Louis' strong back bent over her like some primordial being, yet carefully poised, so that he slid into her carefully, though with force. Lily's fingers dug into his back, leaving long, pink scratch-marks criss-crossing his muscular features. I left them like that, turning away into the bathroom. Just as I closed the door to step into the shower I heard Lily cry "OOOOH LOUIS!" Not entirely happy with the way things had gone, and my head clearer now that I had cum, I started thinking about the past couple of hours. The water drowned out most of the noise but every now and then I'd hear a loud moan or grunt as Louis fucked my girlfriend in the other room. My stomach felt bunched up with jealousy and I tried to ignore them. It wasn't that I was particularly worried about Louis stealing my girlfriend away from me -- I was secure in our relationship -- it was just the way she treated him. I had assumed that she'd be nervous and shy, naturally preferring her boyfriend who she loved over the new man, but instead she relished the opportunity to try a new cock. It didn't help that he was bigger, and apparently, going by the sounds still coming through the crack in the door, had amazing stamina. I was jealous because she was enjoying him too much, but I had agreed to the threesome. I took my time rinsing off, not wanting to have to witness the rest of their intimate exchange. Eventually, the door opened, and Lily came in, red-faced and panting on weak legs. She came into the shower and I grabbed her by the waist and kissed her deeply, letting my tongue run over her lips and tongue. She returned the kiss, though I could tell she was tired from the evening's ordeal. "It's kinda sexy that I can taste the cum of another man on your lips," I whispered to her, and my cock hardened slightly at the thought. Distracted, she reached down and stroked me, "oh, you can? But he didn't cum in my mouth," she said, a little confused. My heart skipped a beat. "What?" I asked. "Well he came..." she said, then, seeing my hurt expression, she realized what had happened and finished hesitantly, "inside me," she mumbled, "he came in my pussy."