I had a fwb (29/30F) for a long time, Lily, from the outside, she looked quite innocent, tall (5'10), dark blonde, dark brown eyes, skinny and her dress style is most accurately described as modern librarian. We had a great casual relationship, until I fell in love. She didn't feel the same way, so we broke it off, but we wanted to try and stay friends. We arranged a movienight at hers after we broke it off, and I half expected us to fall back into old patterns, but she had other plans.

The moment I walked in, she immediately said: "Well, you know how they say the easiest way to get over someone, is to meet someone new? I may have invited my housemate." I protested, but then her housemate walked down the stairs. She was about 25, very petite, blonde curly hair, tight body, with an adorable girl next door look about her. I think my mouth might've fell open at how cute she was. She was wearing a jeans skirt and a very tight braless black top which really showed off her physique, a fair bit less modest than Lily in her baggy jeans and fluffy dark-green sweater.

I stuck out my hand to greet her, but instead she hugged me and introduced herself as Alex. Lily went off to get us drinks, while Alex guided me to the living room. We sat down on the sofa, she sat very close to me, and we started chatting, she was actually a musician, and a big nerd like me. I just kept staring at her red lips, and eventually said "is it bad that I really want to kiss you already?" She stayed silent, so I leaned in and softly kissed her.

Lily walked in and we stopped, she gave us our beers and sat down on the single seater next to us. "So, what are we watching?" Alex asked, and Lily put on 500 Days of Summer. Alex grabbed a blanket and snuggled up to me. I didn't catch much of the movie, as five minutes in, we started making out, heavily. Lily pretended to watch the movie, but I could tell she noticed.

Alex started to move her hand up my trousers, and rubbed my crotch under the blanket. She leaned back to watch me moan, then she climbed on top of me and we made out even more. Her skirt was riding up, so I saw her white panties were getting soaked. As she started kissing my neck, I looked Lily's way and could see she was fully watching us now, subtly clutching her chest through her sweater. I pushed my hand under Alex's top, and she moaned loudly as I grabbed her small tits. This emboldened Lily to take off her sweater, leaving just a tanktop. I pulled up Alex's top and kissed her already hard nipples, then I took her top off completely.

Alex stood up and turned do Lily "Do you mind if we?", "Go ahead" Lily gave her her permission as she inspected her topless friend. "Do you mind if I watch?" Lily asked me. Before I could answer, Alex dropped to her knees and pulled down my trousers, she put my cock in her mouth as I moaned. My eyes flicked between watching Alex take my dick in her mouth and Lily who had her one hand in her trousers, while the other was caressing her now exposed tits.

After a moment, Alex leaned back, and proudly said "hmm, you're pre-ing", she then stood up, as Lily walked out of the room. Alex took the rest of her clothes off, revealing a small tuft of blonde pubes, then climbed on top of me and guided my dick in. As Alex started to ride me, Lily walked back in wearing just the blue see-through panties I gave her, and a vibrator in her hand.

She sat down next to us, and while I explored Alex's body with my left hand, I grabbed Lily's tits with my right. It didn't take long before my left thumb was on Alex's clit and my right middle finger on Lily's. Then I spread Lily's lips as she pushed in her toy. My focus went back to Alex, as I made her taste her friend on my fingers. Then I pushed her into a semi-doggy position, up against the back wall. Lily got up to her her knees and kissed me once, as she came from her toy.

After she finished, I moved Alex into missionary, so that her head was resting on her friends lap. Lily caressed her hair as I thrusted into her. With baited breath, Lily asked "can I help?" as she moved her hand down Alex's abdomen. Alex nodded and as I fucked her, Lily fingered her to completion. Her tightening pussy made me moan loudly, but Alex said I couldn't cum inside her, so I pulled out, and Lily's hand immediately grabbed my shaft, until I came all over Alex, although I did cum so hard a bit landed on Lily as well.

We cleaned ourselves off just in time for the rooftop scene. I stayed over in Alex's room that night, and we had a more private experience too. In a fit of irony, Alex fell for me, so we stopped seeing each other after a few weeks. Lily and I remained platonic friends for a few months, until we realised that just didn't work.