The Friend

The Friend

This story, as is all stories, isn't written for everyone.

If you enjoyed it, thank you very much and you're welcome.

If not, thank you for visiting.

*****

My name is Kelly. Max is my boyfriend. Dustin is his friend. I saw Dustin the first time a couple of months ago. He's quiet and withdrawn. Max seems to watch after him. He's been around Max and me more lately but not horribly imposing. He seems to ignore us when Max and I are making out. He stays quiet and doesn't say anything. Max started leaving the bedroom door open. Dustin is always reading or something. Max probably leaves the door open so he can keep track of Dustin rather than so Dustin can watch us but I think so he can watch us too.

Sometimes when Max is spoon fucking me I can see out the door, peeking through a small crack in the sheets at Dustin. He almost turns his head and looks. He knows we're in bed and probably knows we're fucking. We stay fairly quiet about it but he must know. I keep the sheets and the small blanket bunched up on my side and hips when we're Spoon fucking so the sheets or covers don't move all around so Dustin doesn't get many clues but we do orgasm and moan sometimes. He must know. He's always listening but he isn't creepy. He's a good kind of friend and he and I have sparse conversations but I think that just may be his way.

Max and I aren't madly in love with each other but we are a couple because it's convenient for both of us and we know what we like. Max has a cabin on state forest land. They give 50 or 100 year leases for practically nothing if you put a cabin on it and Max did. There's plenty of walking paths all over the place and some small waterfall pools we can jump in to cool off. It's where Max and Dustin and I go mostly. The cabin is very nice and attractively furnished.

One time when Max and I had a particularly good bed fuck that lasted longer than usual I asked him about Dustin. I said, "He must be able to hear us. It's quiet in here and he can see right through the door. I feel a little sorry for him."

"He's ok," he said. "It doesn't seem to bother him. We can't just boot him out until we're done. I don't know how he would take that. I think he would be hurt. At least this way he can feel a kinship or something.

"Do you think he gets hard and horny," I said. "I'm starting to get used to him. He's seen me with my blouse unbuttoned and open with a bra on when I'm getting dressed and making coffee and the time I made pancakes with just pants and a bra and blouse on. I saw him looking."

"I don't know if her gets hard and horny or not," he said.

"You seem to be sexier when he's watching," I said. "Maybe that's why, or you're trying to get him more interested in girls. If that's it I can be a little looser around him but I'd need a little personal freedom so he could respond."

"I wouldn't mind," he said. "Try not to be obvious so it's a normal thing."

"Ok," I said. "Say something if you need to."

The next day I said, "I'm going for a walk."

Max spoke right up. He said, "Take Dustin with you. Dustin, go get some exercise. You sit too much. It'll get to you. I'm going to clean up the kitchen some."

Dustin looked at Max and said, "Ok."

Dustin stood up and waited. I got his hand and led him out the door. We went around the house and I picked up a pad and mosquito net and we started down a path into the woods. When we got out of sight of the house I gave the pad to Dustin to carry.

I said, "Do you mind Max leaving the bedroom door open when we're in bed? I don't mind. I think it's kind of sexy with you watching."

"You don't mind me watching? He said. "I don't watch much."

"I don't mind," I said. "I think Max leaves the door open on purpose for you so you can watch. If you would like to be more comfortable you can move your chair so the door frame hides our heads and you can see the rest of us. That way you can watch without being seen."

Dustin didn't say anything and we went on down the path hand in hand and holding the pad and netting. The path was quite private and not defined. I've never seen or heard anyone else anywhere near it. There are lots of hard wood trees with nice undergrowth that wasn't that tall and lots of areas where evergreens laid down a bed of needles which were very dry. The sun was blocked when the trees were thick and not all that bright underneath.

I said, "I wouldn't mind pulling the sheets and covers one way or the other so you can see more. I think you would enjoy it. It would be perfectly ok."

Dustin looked at me but didn't say anything. We found the spot I was looking for so I slowed down and turned off the small trail and pulled Dustin along with me, well off the path. I finally stopped and got the pad and stretched it out. It was quite wide and long. Stretched on the pad we would be invisible and sound wouldn't carry in the woods.

"Don't take any clothes off," I said. "The bugs may eat you up. The mosquito netting will protect us."

Dustin didn't seem to ever do anything on his own but waited for direction. I got down on the pad and he did too and we opened up the netting and spread it over us. We could see clearly through it and it was large and we wouldn't accidentally pull it clear so the bugs could get in. The place I picked was clear of underbrush where the netting spread out so it wouldn't hang up on any plants. Once underneath I took off my blouse and shorts and shoes. The netting stayed draped over our heads and was big enough to move with us without pulling up. It molded on us no matter how we moved.

"I love time out like this," I said. "It makes me feel so free. Give it a try, I think you'll like it. It's ok."

He started taking his clothes off. When he was sliding his pants down I took off my bra and then my pants. He paused a little but went ahead and stripped. By that time I was stretched out on my stomach with my legs open. He stretched out beside me about the same, us looking right into each other's eyes. Before I stretched out I made sure he had a good look down my valley but my legs weren't open then. I had a nice tuff and was shaven below. He also got some great looks at my breasts and nipples. He was hard when he stretched out. He was long and big enough around. Girls should have been all over him.

Our hips and shoulders and legs were pressed against each other. I smiled and he did too. We talked for about 10 or 15 minutes. Old school stuff. I didn't remember him from school. I think he kept as invisible as he could in school. I've never been in the woods with Max on the pad. I kept that to myself so he didn't know what I did with it and wouldn't assume anything. I waited until enough time went by and I thought Dustin was calm and comfortable with me.

I said, "When I'm out here serene like this I usually run my fingers all over myself. It feels really good. Could you do that for me? After a little while I'll turn over so it's more convenient. My clit is sensitive like the head of your dick and the entrance to my pussy is sensitive too. Just treat them like you do your dick. I like two fingers in my pussy. If I close my eyes it's because I'm enjoying it a lot. I'm not going to sleep."

I opened my legs and Dustin turned over on his side to give me room. I felt his dick hit the outside of my hip and he opened his legs so my leg could get through. I had my knee bent between his legs. I felt his dick on my thigh. We were looking at each other. Sometimes he looked down my body. I was patient and didn't say anything else. After some time I felt his hand on my butt and thought, 'ok, this is going to work'. My butt crack was open. His fingers started moving around my buns and down the edge of my butt crack. He didn't go down in. When he got low his fingers got over my perineum and up the top of my ridges. My pussy was open but he didn't go down in.

He ran right into my clit. I mean right into the tip itself. I almost jumped out of my skin but didn't let on. He got on the hood and rubbed it up and down. I had my hips up just a little so he had room under there. It was nice feeling his hand between my thighs. It wasn't long before he got back towards my pussy. A little fiddling and I felt two fingers at the entrance moving independently. He was ranging, finding out what to do. It seemed difficult for him but he pushed the two fingers in and slowly worked them in and out. When he got his fingers fully wet it was much easier for him and me. He seemed methodical, not haphazard.

He switched back to my clit and hood then back to my pussy. I let enough time go by and moved, to turn over, and he pulled his hand out. I got on my back and bent my knee again and put it between his legs and waited, smiling at him. He was happy. After he got started comfortably I slipped my hand down between us and got his dick. He was still on his side facing me. When he got in my pussy again I pushed my tongue out at him and waited. He got it and stuck his out and we tongued, not hurried. He didn't try to kiss me. When he got his fingers going I started lifting my hips up into his fingers. Not much at first then more until we were finger fucking nicely. I started playing with the head of his dick and jacking it about the same time.

I said, "That really feels good. You have great fingers. If you like breasts I wouldn't mind."

A delay then he let his head move and his lips started moving around on the breast near him and he soon found the nipple and went to work, albeit differently than normal but he did a good job.

I said, "We should start back soon. Don't hurry, wind down easy so it's not so abrupt. Feelings count."

Max would have given me two orgasms by now if not three. Dustin needed some training in relations but he came across better than I thought he would. We didn't fuck but what we did was a great substitute and I think enough for Dustin for the moment. When we got back Max was finishing up the kitchen floor. I helped and Dustin emptied the bucket and wrung the mop out in the water barrel outside and put it away and we went out for dinner.

The next morning in bed I said to Max, "I gave him a little iintimacy but we didn't fuck or kiss. I think it was unexpected. He doesn't do anything on his own. Would you like me to describe it?"

"Kelly, I consider you a free spirit," he said. "No description is necessary but thanks for asking."

"Ok," I said. "He does enjoy seeing us in bed. I was thinking of giving him a more interesting view. What do you think?"

"Sure," he said. "He might not appreciate seeing me. Seeing you might add to his enjoyment, or education."

"I suggested he move his chair a little so he can't see our heads and he could watch more without being seen," I said. "He would only see you if you were on top and the covers were off. We don't do that too often."

"I think you're reading him better than me right now," he said. "Thank you for caring."

Max and I really enjoyed each other's bodies and how each of us used them so we mostly either fucked, which was mostly every day, or got in some oral. We both did full oral duties on each other when we did. We were relaxing after lunch then headed to the bedroom as usual. I stripped, except for my pants and Max about the same. We took off the rest of our clothes when we were in bed. We kept the cabin cool so sheets and a blanket didn't get us that hot. Sometimes fucking did and we just used the sheet. I pushed the blanked off the foot of the bed. We started off spoon fucking which was great because I could see out the door. I couldn't see Dustin's head. He took my suggestion.

After we got started I pushed the sheet down to the top of my hips. Max was moving it as he went. I looked down and it was very sexy. After a little while I slid the sheet over and let it rest on the other side of my legs. I was angled slightly so Dustin could see my crotch. I lifted a leg back over Max and the sheet went with it. I don't think Dustin could see Max's dick but he could see everything else. Max got a hand under my knee and helped. He probably knew what I was doing. We fucked for a while, slow and easy so it lasted, then I pulled forward and turned over.

I rearranged myself so I was down the bed on my side facing Max, a full back view for Dustin. I got a leg under and over Max, above his hips. I was fully open and his dick was right there. We used this position a lot and it was one of our favorites. Max got right in and slid a hand over on top of my buns and we both started swiveling our hips into each other. By that time the sheet was down the bed below our knees. We fucked for about half an hour and I turned over again but stayed stretched down the bed. Max moved down and under so he could get in and I lifted my leg over him again. This was a blatant fuck position for Dustin. He had a clear shot between my legs and Max's dick doing its magic.

I was absolutely sure he wouldn't be pissed seeing me being fucked by Max or me fucking Max. I would have to find out later. We went to the waterfall and stripped and jumped in the pool below. It was cold and we all shriveled up horribly. Dustin stripped and jumped in near the side edge so he wasn't near us but he came over once he got in the water. Max was swimming back and forth. The pool was about 8 feet deep. I was standing by Dustin, the water crystal clear, and we had a good view of each other.

"Did you enjoy watching us making out?" I said. "I hope it wasn't too much. It kind of turned me on knowing you may be watching. I wasn't sure you would appreciate seeing Max in me. I didn't think to say so but if you pointed the chair in another direction you can still be hidden and see ok and have an orgasm with us."

"It's ok," he said. "I know you and him fuck a lot. It doesn't bother me. I'm glad you have a good time. Max too."

While Max was swimming I reached a hand down and played with his shrunken dick. It came up a little but the cold won out and his foreskin folded up and covered the head. I still fiddled with it until Max headed over. We got out and dried off and got dressed and headed back to the cabin. I walked in front so the guys could talk. I swished my butt when I could for the guys and reached my hand in the back of my pants once to 'adjust myself'. They both got quiet. I loved the attention.

Dustin went to bed early. There was a separate bedroom. I said to Max, "I don't know what the next step should be with Dustin. If he's a virgin it would be that but maybe he wants to wait. I could get him in bed and tease him. Maybe an orgasm. I could do that with oral but it may be early for that. Max, I kind of get the feeling you might like me to bring him along, sexually. If I do it'll get to a point where he'll know you know. I don't want to overstep. I don't think he'll become emotionally attached. It's just sex."

Max smiled and said, "That's probably true even if I didn't realize it. Some personal time with a female at this point in his life might be enormously significant. I think we're both reading him about the same. If you decide to work with him then enjoy every moment. As you said, it's just sex."

That afternoon Max and I were starting to think of bed. He went to the bathroom. Dustin happened to be standing up. I wrapped my arms around his neck and give him a kiss. First one like that with tongue and all. I also bore my pussy right into his dick. By that time he was hard.

I said, "I like you watching. It makes it more erotic and I have nicer orgasms. Would you like to walk in the woods later? Maybe with the pad and net. I think Max is going food shopping."

"If it's ok," he said. "Max doesn't mind?"

"No," I said. "He knows you're probably watching and I'm showing us fucking. We're not forever joined at the hip. It's not a thing with him."

We found about the same spot or one very close. We got the pad down and the net spread over us and I started taking my clothes off. Dustin wasn't far behind but didn't hurry. More like a little reluctant. He really wasn't sure about everything. This time I was facing. He was on his side, close enough for my nipples to touch. I got him around the neck and started seducing him. I went slowly and he followed along. His dick was all over my thighs and clit. When we were both breathing with sex breaths I raised a leg so I was more open.

I reached down and got his dick and put it right up under my clit and started fucking into him. A few seconds later he started doing the same. Nice tongue kisses later I reached for his dick and pushed the head down between my pussy lips and left the head right at the funnel and kept rotating my hips into him. It wasn't a perfect alignment but the head went in at a slight angle and we weren't pushing hard so it was a head fuck.

I said, "Would you like to get on top, between my legs, between my thighs? I like it when I can wrap my legs around yours. It makes my pussy open more and you go in smoother and farther, sometimes all the way in. That's good when you orgasm, it's where I like the semen. I can feel your dick shiver and jerk and you can feel my pussy go crazy when I orgasm."

I pulled his neck and tilted over on my back and he followed and dropped right in place. I got my knees up and out. He didn't even come out of my pussy. He started thrusting and once we got going I started thrusting but let him lead. A little while later I wrapped my legs over his and pulled my feet up so my pussy stayed wide open. Once he got over the shock of actually fucking he started feeling me up everywhere. It was loving, not hurried. I put lube in my pussy before we left. I didn't figure he would feel me up or do oral so he probably didn't even notice.

His dick was wide so I didn't have to squeeze as much as I did with Max. Max and I fucked so much my pussy seldom had a chance to retract back to normal. I was hyper excited at fucking someone for the first time and could hardly contain myself. At a point I started humping back a little faster, not much, and Dustin picked it up right away and we ramped it right up to orgasm time. He grunted and chocked it off and did it again. I was about to start screaming but bit it off and we both had really great orgasms. We didn't just stop right away. Dustin kept fucking, but a lot slower. He stayed hard. My clit was touchy but I could thrust and kept up with him.

We were both breathing hard but couldn't stop. It was breezy and that kept us cool plus we were out of the sun. No bugs inside the netting that we noticed. After about 5 minutes we were going normally and adjusted ourselves to each other for another shot. This time it took longer but felt the same when we orgasmed and we did together again. This time I did get out a small scream or two along with his manly grunts. Dustin could fuck.

I brought along a towel and cleaned up with it. Dustin collapsed over on his back and I hovered over him and kissed him around his head and shoulders and generally rubbed my nipples all over him. I was surprised how good I did after fucking Max earlier after lunch. I did want to do well by Dustin and couldn't be happier about it. My dad taught me how to fuck at the end of the summer I got out of high school. I was 18 and a half then. It was actually about a year ago. I've finished my first year in college and that's where I met Max, he was in his second year. Dustin starts this year, same college, he's almost 19.

Max fucks other girls in college. I've helped him with virgins. Another nude girl calms things down. A few seducing moves and get them highly excited and before you know it Max has his dick in and working while I'm sucking on nipples and rubbing her clit and holding her hand down in my crotch lightly so she can get her fingers going. I'm the distraction. We're all great friends.

When Dustin and I got back to the cabin Max was back and unloaded. We peck kissed and he smelled the lube scent and my fuck scent and smiled at me, knowingly. He was actually quite pleased. He whispered, "A threesome?" With his eyebrows raised.