One night, my friend Josh was staying the night with my girlfriend Amber and me. We lived in a one room apartment type deal, with a bathroom shared between us and another apartment, so we had a bed against a corner, and a small couch against a wall near the bed. Josh was sleeping on the couch, and Amber and I were in the bed fooling around, making out while my hand was down her panties rubbing her clit and my other was under her shirt playing with her nice breasts. C cups.

We thought he was asleep, and she was starting to moan softly. He talked then and was like "Guys really? I'm right fucking here."

She and I laughed and slowed down a little. He had been complaining just earlier about how long he had been single and not getting any. We were both still horny though. I told her we should just say fuck it and have our fun. She agreed, said it would be fun to torture him. I told her it would be hot if she teased him. He was giving up on going to sleep anyways and had turned on some video game and just muted the TV. She giggled, and got out of the bed and I watched as she walked over to him and took the controller out of his hands and pushed him back into the seat.

She took off her shirt, showing him her naked breasts. His eyes went wide. She was still wearing panties, but she got up on the couch over him and began to straddle him. She took her breasts in her hands and kind of hit him in the face with them a few times and giggled. She started to grind on him a little, moved her hips back forth to rub her pussy across his groin. She only did that for a minute before she got off of him and moved to her knees in front of him, then pulled down his shorts and when she did his cock flipped out and was standing straight up. It was huge. I was surprised honestly.

She must have been a little surprised herself because she looked back over at me, but I was just watching, stroking myself under the covers. She took her breasts back in her hands then and put them around his cock and kind of made him tit fuck her for a minute. She let go of her breasts then and took his dick in her hand and stuck out her tongue, started to slap his dick on it a few times. Then, much to my surprise again, she wrapped her mouth around its massive head.

It was really hot watching her try to fit as much of his dick in her mouth as she could. She started to suck his dick, up and down, her hand moving below her lips. I knew how good that felt. She only sucked him for about five minutes before she came back to the bed giggling. I don't know if he finished it not but he just said "Jesus Fucking Christ guys." And turned off the TV.

I then proceeded to fuck her for the next two hours straight. All over the apartment. In the bed, on the couch beside him, at one point I even bent her over the arm of the couch so that she was right over his face and her tits would swing in front of his face with every thrust, before I sat beside him on the couch and had her ride me until I filled her pussy with my load. It was onenof the hottest nights ever for me.