so my girlfriends best friend brandy has always had a crush on me. i can tell because shes always looking at me, not just looking but like undressing me with her eyes. My name is mase,im 19 and im a business major with my own apt. So one night my girlsfriend karen calls and asked me if its alright if she brings brandy over to watch movies with us, of ciurse i dont mind. brandy is about 5'10, black hair, perky breast and and ass to kill for. Dont get me wrong my gf karen is a prize herself, shes just as tall, huge boobs at least a D cup and an ass even better than brandys, onyl shes a blonde.

So they come over about an hour after they called. Karen was looking amazing like she always does, with a v neck shirt that showed off her clevage and these tight capri pants,thong of course. And as for brandy, she was wearing this white tank top with her boobs busting out, and these little tan shorts, hip huggers, letting her thong lines show on the sides. So we start the movie, some horror flick, and karen and i were on the couch cuddled up, while brandy layed on the floor below us. Well about half wya thro the movie karen becomes uniterested, she hates horror flicks, and she tells me and brandy that shes going to go lay down til this was over, shes been at work all dya so i thought nothing of it. well about 10mins after karen went off, brandy jumped up on the couch with me.

At one point, during a scary scene, Brandy grabbed me as if she was scared. The sudden movement caused one of her fine tits to flop out of her low cut tank top. She looked at me and blushed a little, but she was in no rush to recover her perfect melon.

Brandy slowly pushes her big tit back into the confines of her shirt. She apologized. I told Brandy, Never apologize for giving me a peek at one of those perfect tits. Brandy says "But they are so little", "compared to Karen's big tits". I looked down at Brandy's fine jugs."there is nothing little about those nipples Brandy.'

Karen couldn't sleep and was standing in the hallway listening to me compliment Brandy on he beautiful tits. Brandy seemed to relax knowing that I was ok with what happend. She told me that her nipples were very sensitive to touch and proceeded to tweak one of her nipples. It immediately swelled to her touch. She told me she enjoys nothing more then soft lips sucking her her hard and erect nipples. Taking this as an invitation, I proceeded to approach her an latch on. I bit down hard as her body began to quickly shake. She grabbed the back of my head and pulled me into her softness.

In the mirror, I could see Karen with her fingers in her shorts stroking herself with one hand and rubbing her breast with another. Seeing this, I knew I was going to have one of those nights that you hear about at the frat parties only it was going to be real and in my appartment.

After awhile, I stopped sucking Brandy's tit, her nipple was so swollen it was almost bleeding. He thanked me for sucking her to an orgasm. She then asked me how I felt about shaved pussies? I told her that I like them either shaved or with a little hair. She dropped her shorts and showed me hers. It was a little hairier then Karen's and in need of a trim. I told her it looked nice and also very wet. Suddenly, Karen came around the corner and said....

'What the hell do you think your doing' and then karen grabbed Brandy and told her to put her shorts on and come in to the bedroom awa from me. i was so upset at not being able to touch Brandys pussy. I continued to watch the movie and then 20 mins later i heard moans coming from the bedroom. the was slightly ajar and i peeked in and saw karen and Brandy in a 69 position and 'toys' and lesbian mags strewn all over the floor. i started to mastubate when suddenly kared looked up at looked out the door ans saw me.

She thought nothing of it and continued eating her friends pussy. then i couldnt hold on anylonger and started to moan and shot my load onto the door. both karen and brandy heard this and came to investigat i stood up and said can i......

Join in, Karen said no, but I could watch. As I took a seat on the bed, Karen laid on her back and brandy took up a position right between her soft thighs. Brandy reached for the 10'' vidrator and turned it on. It made a mild buzzing sound as brandy lowered it to karen's sensitive clit. Karen's body jerked as Brandy began to message the entire length of her cleft with the warm, hard prode. With her other hand, brandy reached up and began pulling on karen's big soft breast. Just as karen was begging for brandy to make her cum, brandy turned the vibrator to high, and burried it deep in karen's snatch. Karen screamed and moaned in ecstasy, as her hips thrashed back and forth on the bed.

I started to quirm as I watched, my cock becoming engorged again, watching this too beautiful women get off. It got to the point where my erection was becoming painful. I couldn't take it anymore.

I reached over and grabbed Brandy by the ass. At first she shot me a look, as if to say, who said you could join in, but I didn't care. I spread her cheeks and dove my tongue into her tight asshole. She immedately starting panting. I don't think she minded me getting invloved anymore. While I ate out her ass, I reached around and felt her cunt warm and oozing with her juices.

I starting rubbing her clit and she began moving her hips in rhythm, pushing my tongue deeper and deeper into her ass, and rubbing her clit against my fingers harder and harder.

Karen's screams got louder and louder, as the vibrator and the site of Brandy getting off sent her over the edge. Her orgasm got higher and higher in pitch, until it might have shattered glass!