Matt was everything I had ever dreamed of physically, 6'1" with short dark hair and those piercing blue eyes. I had had my eye on him for quite sometime, but being just a plain Jane myself, I couldn't bring myself to make any moves on him. We had been friends for a few years now and I thought that he just saw me as the ‘sisterly' type or ‘just one of the guys.' I am 5'6" with brown shoulder length hair; brown eyes and an athletic build from going to the gym three times a week.
I was at the gym when I ran into Matt; he asked if I would like to go rock climbing with him and his friend, Scott this weekend.
"Of course, I would love to go with you guys." I said as I felt my heart jump in my chest.
As the weekend neared, I felt myself growing anxious. I had been out with Matt and Scott before, but I still looked forward to every minute I could spend with him. I got all of my gear ready to go and packed it into my Jeep.
Saturday morning came and Matt called to ask if I would be able to pick him up on the way. "No problem, you're on my way and I have some extra room for your gear." I got dressed and left to pick him up.
When I got to his place he was waiting outside. We packed his things into the Jeep and took off down the road. About 30 miles down the road he told me to pull off onto the dirt road and follow it down to the cliffs. The sun was shining and it was pretty warm out, making my day even brighter then it already was.
Scott waiting for us, so we got our gear ready and started the trek up over the rocks. We climbed for about 30 minutes before we reached the top of the cliff. At the top was a beautiful flat place and we were all pretty hot and tired so we decided to hang out there for a while.
Taking my gear off, I looked up and saw that Matt was spreading a blanket out on the rocks. He sat down on it and motioned me over to him. Of course, I went and sat beside him, I would be a fool not to. Scott was looking around at the view and not really paying much attention to Matt and I.
I was taking a drink out of my water bottle, when Matt leaned in towards me, grabbed the bottle from my hand and planted his lips to mine. His lips were full and warm; he slid his tongue into my mouth and started to kiss me deeper. I returned the kiss and a few times I sucked his tongue deep into my mouth. I sucked it, like I wanted to suck his cock.
By now, Scott had turned around and seen Matt and I in our kiss. He came over near us and sat down, merely watching us. I knew he was there, but I couldn't pull myself away from Matt and actually the thought of someone watching us turned me on. I put both hands on Matt's chest and pushed him backwards, so that he was now laying and I was able to straddle him. I could feel his cock harden under me and I moaned into his mouth. 'My God does that feel good.' Kept running through my mind as I continued to search his mouth with my tongue.
Matt had his hands on my back and was now pulling my top up and over my head. We broke our kiss only long enough to free my shirt. I wasn't wearing a bra and so now my perky tits were exposed to them. The feel of my tits pressed against Matt's chest was so arousing. I pressed into him harder as I dove back into kissing him.
My hands started roaming and I found myself fighting to take off Matt's shorts, trying to free his cock so that I could pleasure him. I broke the kiss and started kissing down his chest and abdomen, constantly rubbing my hands over his thighs and cock. Matt had one hand on the back of my head guiding me downwards and the other hand was caressing the nipple of my left tit.
Scott was obviously aroused by all of this, because he too had an erection. He had slid a hand into his shorts and had already begun massaging his cock slowly, intently watching our every move and occasionally moaning quietly.
I broke our kiss and slid down Matt's body. I managed to get Matt's shorts off and his throbbing cock was now only inches from my face. I took off my shorts and panties and positioned myself so that when I was on all fours, my ass and pussy would be in perfect view for Scott. I started to kiss Matt's inner thighs, working my way upward. Licking and blowing gently on his balls, before taking the tip of his 7" cock into my mouth.
I ran my hands up both of Matt's legs as I sucked the tip of his cock. Then taking his balls into my left hand I applied slight pressure on them. This made Matt moan, "MMMMMMMMM baby." I wrapped my right hand around the base of his hard cock still holding his balls in the left hand. I moved my mouth down around his cock, sucking it in as I pumped my hand up and down slowly.
