Girlfriend Surprises Me With a Friend

Just after college I was dating a girl I had been with since high school. We had been together about 5 years and had done lots of experimenting sexually. She was much more adventurous than I and often surprised me with some of her fantasies. One of the things we used to like to do (before hard-core porn was widely available for free), was to hole up in my room some magazines and video-tapes. She was absolutely fascinated with porn of any kind. She could look at female only porn,and seeing its effect on me, get very horny and start to talk about eating pussy or sixty-nining the models. Of course I loved it. Joanne was very cute with a baby-face and auburn hair cut in a pixie cut. She had perfect alabaster skin, smooth small breasts with dark brown nipples. Her pussy was covered with a light coating of reddish hair (and I loved it that way). My friends thought she was pretty damn hot and noticed the sparkle in her eyes when the talk turned blue. I knew I had a keeper on our second date. We were coming back from a concert and she was leaning across the front seat kissing my neck, licking my and running her hand up and down my chest under my shirt. On each turn she got closer to my belt and each time her hand made its way down there I pulled in my abs hoping she would just keeping going down into my pants. She brushed the back of her hand over my crotch and felt my erection, then whispered in my ear, "Can I see it?". I actually, stupidly said "What?" because I couldn't believe what I heard. She repeated, "Come, on let me look at it". I nodded stupidly and she undid my belt and lowered my zipper. My cock literally popped out and she softly circled the shaft with her hand. She stroked me briefly, played with my balls and then HEAVEN!, her head started to slide down my chest and the next thing I knew her lips were kissing the tip of penis while she stroked with her right hand. Again, being respectful I actually said the words, "You don't have to do that if you don't want". She looked up at me with those big brown eyes and said - "I want to, I want to taste you". No further argument from me. Over the next few minutes she gently cradled my balls and used her lips and tongue to drive crazy. I could feel her tasting every bit of my cock and sensing my reaction. She quickly figured out that licking the underside of the head and shaft drove me insane. She would take my cock out of her mouth and lick that area, then quickly shove it back into her mouth as deeply as she could. I was about to come and warned her that she might not want it in her mouth. Again she said, "I want to taste it.". That alone was enough for me to explode in her mouth. I could see her gag a bit but she swallowed every bit and then licked my cock and balls clean. I was all ready to go again. So over the years we tried lots of crazy stuff involving exhibitionism, masturbation, toys..etc. We often talked about our fantasies and she loved hearing about me wanting to fuck her various girlfriends. Me talking about them really turned her on. But one day we were watching some porn in my room (actually she was watching and I was down eating her pussy while she helped a bit by playing with her clit). We heard the apartment door open and realized my roommate was home. So we did our usual silly quiet down routine and she called out "Hi Paul, we're in here". Paul responded with his usual, "Jesus do you two ever stop?). So we continued in porn/pussy mode but I could see she was really into it suddenly. I asked "What are you thinking about?" and out of the blue she just blurted out, "sucking Paul's penis". I found that incredibly hot and encouraged her to tell me more. She started moaning and saying things like, "Oh my God, I want his cock so bad, I want to suck Paul's cock and swallow his cum" while she orgasmed twice. I half jokingly said, "Why don't you ask him to come in?" to which she said, "I wish". So I repeated that she should invite him in. Next thing I knew she was under covers with the sheet pulled up to her chest and calling "Paaaul?" in a sing-songy voice. To his credit Paul answered by saying, "If I come in there I'm not leaving without fucking you, is that what you want?". She answered, "Well I don't know about fucking me, but I think you might get lucky." Paul then asked, "Mike, I'm doing this if it's OK with you". I was so fucking horny at that point all I could think about was her sucking cock while I watched. Next think I knew the door to the bedroom opened, Paul walked in and over to Joanne's side of the bed. He just stood there looking down at her while she smiled embarrassingly and blushed a bright pink. He said, "Well?" Nothing was happening at that point and I sensed disaster, so I slowly pulled down the sheet covering her tits. She did not resist and Paul reached down and started rubbing her breast and softly pinching her stiff nipples. While he played with her tits, I moved my hand under the sheets and started rubbing her clit. I could feel her heating up and getting wet and could feel that she was beginning to get into it. I continued playing with her pussy while Paul kneeled down and start kissing and sucking her tits. Her moaning and her wet pussy told me it was now or never. I whispered in her ear, "What do you want?" "You know." "No I don't tell me." "I want to see his penis." "Tell him." Still blushing she looked up with those baby-brown eyes and quietly said, "Can I see it?" to which Paul said, "Are you sure?" She just nodded shyly. Paul unbuckled his jeans and pulled them down. He was rock-hard and probably just a bit bigger than I was. But to me he looked huge. Joanne's eyes widened and she reached to touch his shaft. Like she did with me so many years ago, she gently wrapped her hands around his engorged shaft and began stroking. Amazingly she then put her arm around his waist and pulled him onto the bed. He straddled her so his ass was on her chest above her tits and his cock was lying on her face. I was hypnotized but continued to play with her pussy because I wanted to make sure she was still into it - not a problem. With her arms pinned down by Paul's legs, Paul guided his shaft into her mouth started moving in and out. It was one of the sexiest things I've even seen. He continued to fuck her mouth while she freed one of her arms and grasped the bottom of his shaft to control how deep he was going. At one point she took his cock out of her mouth to catch her breath and turned to me and said, "Let me hold your cock while he cums in my mouth". That was almost enough to put me over the edge, but I moved closer so she could hold me with her left hand. Then she looked up at Paul and said, "Don't fuck my mouth, let me make you cum with my lips and tongue". Paul stopped thrusting and she just went wild on his cock. She was licking his balls, getting his shaft wet with her spit and ultimately taking him into her mouth and using her tongue to massage the underside of his cockhead while moving her head up and down. And I had a perfect view. I could see Paul was getting ready. Joanne could see it too and started teasing him. "Do you want to cum in my mouth? Do you want me to swallow your cum? Do you want me to be your cock whore?" At that point Paul just exploded into her mouth. There was so much cum that she couldn't keep it all in her mouth and it came squirting out the sides. Nonetheless she kept sucking and swallowing until he started to soften. I was so into I didn't realize I hadn't come yet, so while Paul somewhat uncomfortably zipped up she threw the covers back and said to me, "But I'm your cock-whore, nobody else's", then finished me off in literally 10 seconds. From that point on we began a lifestyle of occasionally sharing with others, mostly strangers and mostly male, and gradually moved on to her wanting to watch me suck off another partner. But that was the first of many incredibly hot encounters we had until we went our separate ways about 3 years later.