Three Friends

We were sitting in my little studio apartment, just watching a movie. It was one of those late fall days, not quite winter. Just cold enough, grey enough, and damp enough so it was nice to be inside where it was warm, but still there were a few sunny times during the day, and it wasn't really that cold...

That's where it all started. That's the day we all look back to when anybody asks us why I live with Scott and Jess and their kids. Usually we just say that I'm a close friend and a nanny to the kids, but our best friends know there's more to it, and our "special" friends, well, they know what we get up to together.

Let me back up a little and tell you a little about myself and Scott and Jess and everything.

On the day I'm going to tell you about I was 25. I had a good job, a nice if not too big apartment, friends – some closer than others – and a good relationship with my family. I was in pretty good shape physically – 5'4", 110lbs, brown hair and a decent figure. (For those who have to know – 32 b, 26, 32.) I wasn't gorgeous, but I didn't scare small children.

I was also a virgin.

There were a lot of reasons for that. The way I was raised contributed, of course. Traditional. Wait until marriage and all that good stuff. Looks, I guess a little, since I wasn't exactly a Barbie doll – just a normal woman, maybe a little short and a little flat-chested. Also, kind of shy.

It wasn't because I didn't like sex or was afraid of it or anything. I masturbated regularly, and had a couple of "toys" I used now and then. My college roommate introduced me to vibrators, and I've always had one since then. I'd made out with guys, and given a few hand jobs and a few blow jobs. I even slept with Scott when we visited each other during our junior year abroad in college (we ended up at different universities), but he'd been a gentleman and kept it mostly above the waist and outside my panties the times we got a little carried away. The opportunity had just never come up. And, since I like girls as much as I do boys (I told you my roommate introduced me to vibrators – but it was more than just the typical roommates teasing each other about ads in the back of women's magazines and stuff. We played around now and then, especially when she hadn't seen her boyfriend in a long time and, since college, when she's come to town on business.)

But I was ready to stop being a virgin, and I'd even gone on the pill in case some night something happened and well, you know. I wasn't going to give up women, but I was ready to have sex with a man. I'd thought about it a long time, and, well, I didn't know if I'd ever marry, since I like men and women and couldn't imagine giving up women for life, so, well, it was time.

Anyway, the three of us had worked stocking shelves and stuff at the food bank all day, and then we came back to my studio apartment and ordered a pizza, ate it, and drank some wine, and were watching this so-so romantic comedy. And there was a love scene, and the couple was naked, of course, but all you saw was the girl. She was even standing up at one point and you could see her pubic hair and kind of the outline of everything else. There was a shot of the guy's butt, but nothing else. And, like it always does, it just didn't seem fair to me. (Even if I did like looking at the girl, too.)

"They should show some of him," I said out loud.

"Penny, they did," Jess said. "They showed his ass. And it's a nice ass."

"Yeah, but they showed her front – and not just above the waist. It's not fair. Scott gets to see the interesting stuff, we just get to see a butt."

It occurred to me when I was saying this that I was kind of interested in her front, too, but that didn't help my point.

"This isn't porn," Scott said. "They can't show a dick – at least not in a sexual situation- and not get an NC-17. So, no dicks."

"It's not fair," I said again.

"So, are you saying you want to see a dick?" Jess asked.

"Well, yes," I said.

"We've got one here." Jess was teasing me, and Scott, too, I think. But it would be nice to see Scott's dick. I liked him, and he was pretty good looking...

But, I didn't really think about what I was saying right then, and, well, ummm...

"So Scott," Jess said, "Show us your dick."

"What?" he asked. "You can't be serious."

"I am," she said. "Penny wants to see a dick. You've got one. Show it to her."

She reached over and started to undo his belt.

We were sitting on my bed. My apartment was a studio – a really small studio apartment. My bed was in a corner, pushed against the walls, and I had pillows all around so it could be the couch, too. It faced the dresser, and the TV was on top of the dresser, so it was easiest for the three of us to just sit next to each other on the bed, propped up against the pillows and the wall.

"Hang on," Scott said, pushing Jess's hand away from his crotch. "What's in it for me?"

"A back rub," Jess replied.

"Body rub, and both of you," he said.

"Back rubs for everybody," Jess countered. "We'll unhook our bras and you have to be naked when you do us."

"What!" I was a little startled at that detail. Seeing Scott's cock was one thing, but giving him a chance to see my breasts was another. The shy thing was kicking in. He'd touched them and everything before, but he'd never seen them. I always had a nightgown on or a t-shirt those times.

"We don't have to sit up – we stay face down," Jess said. "But a back rub is nicer if you don't have to work around bra straps and stuff."

"It works for me," Scott said.

"Ok, take off your shirt and lie down," I replied. I was a little nervous, but what the hell, I thought. A back rub would be nice.

Scott unbuttoned his shirt, took it off, then pulled his t-shirt up over his head and threw it on the floor next to his shirt. He really is kind of good looking – about 5'10", 180, dirty blonde hair and nice brown eyes. He's not a real hardbody or anything, but he's got nice broad shoulders. Still does. He flopped over on his front and pulled a pillow under his head.

"Go to it," he demanded.

Whack! Jess slapped his butt. "Be polite," she told him.

I crawled over next to him and ran my hands over his back. Touching someone is really nice, and I liked Scott. I started kneading his shoulders.

Jess straddled his thighs and ran both hands over his lower back.

"Comfortable back there?" Scott asked her.

"Got to get in position. Shut up and enjoy it. How often do you get your back rubbed by two sexy women?"

I ignored them and kept rubbing Scott's shoulders. It had been a while since I touched anyone with anything more than a handshake and this was kind of nice.

We rubbed and stroked and caressed his back for about 15 minutes. Scott moaned every once in a while, and Jess and I changed places, and it was kind of erotic sitting across his thighs and leaning up against his butt a little and thinking about seeing his penis and touching him all at the same time. I wasn't getting wet or anything, but it was kind of sexy.

"Ok, enough" Jess said. "Get off him, Penny. Scott, show us the goods."

I moved off him and Scott got up and stood at the end of the bed.

"Do you really want me to do this?" he asked us. He was looking more at me. I knew he and Jess had been together before, so she wasn't about to see anything she hadn't. I nodded my head yes. I did want to see him.

He shrugged his shoulders and undid his belt. I was holding my breath. He stepped out of his pants and pulled off his socks. He was standing there in a pair of blue boxer briefs. I could see the lump of his cock inside them.

"You sure?" He directed this totally at me.

"Yes," I said, quietly. I felt a little thrill run through me.

Scott hooked his thumbs under the waistband of his shorts and pulled them down.

His penis wasn't erect, and it just nestled there on top of his balls. His pubic hair was kind of wispy.

"It's nice, isn't it?" Jess asked me.

"It's very nice," I replied. I didn't really have much to compare it with, but it looked pretty nice to me, anyway. And it was attached to a guy I liked, so it was fine.

"It's even nicer when it's hard," Jess said. She was in a mood that day, I swear. Looking back on it, if I wanted to blame her for what happened, it would be easy. "Let's help him get hard so you can see."

I was a little intimidated, but part of me wanted to touch him, too.

"Step over here," she commanded. Scot stepped closer to the bed.

"Touch it," she told me. "Watch what happens..."

I reached out and gently ran my finger down the top of his penis, and then around the glans. It twitched a little, and so did Scott.

"Jesus," Scott said, "What are you trying to do?"

"Get you nice and hard so Penny can see what a nice cock you have."

"Geez..."

"You love it," Jess said. "And I'll bet you'll love this, too."

She slid off the bed and onto her knees right in front of him. She grabbed the base of his penis with one hand and held it upright and then licked it from base to tip. You could see it start to get hard.

"Help me, Penny," she said.

At that point I didn't know what to do, but she pulled me onto the floor next to her and pointed Scott's cock at me.

"Open your mouth," she told me.

I did as I was told, figuring that I probably wouldn't get a chance like this again. Actually, I like doing this to men – at least I had the few times I'd done it, so it wasn't that hard. I just opened my mouth and slipped it over the end of Scott's penis.

He tasted pretty good, and I ran my tongue around and around the head of his penis while Jess held it in my mouth. I could feel him getting bigger and tried to move my head up and down his shaft so he'd get nice and hard and big. It worked.

Jess pulled me off him at that point and we got back up on the bed. Scott was blushing beet red, and I bet I was too. I felt real flushed. I mean, I'd never done something like that before – I mean, just got down on my knees with my best friend and sucked someone hard just because I wanted to see him hard.

Anyway, Jess was right. When it was hard Scott's cock was even better looking – not enormous or anything, but just about 6" long and thick. Normal, basically, but nice. It looked like it would fill you up nicely but not hurt or anything.

"All right," Jess announced, "My turn." She was stripping her shirt off and looking at us. "You two owe me a back rub." She was wearing a plain white bra. I don't know why I noticed. After all, we'd been working all day – and it wasn't the kind of work that you'd put fancy underwear on for, so a plain white bra is pretty much what you'd expect. But, there's something about someone standing in their underwear in front of you. Especially when there's sex in the air – and with what we'd just done to Scott there was sex in the air. He was standing there, still naked, his cock still erect. There was definitely sex in the air. She lay down where Scott had been.

"Penny, you can unfasten my bra. I don't trust Scott to behave himself," Jess said.

I sat down next to her and unfastened it. I pushed the sides of it down so they weren't in the way. Then I pushed the straps off her shoulders and started to rub her. Her skin was soft and satiny. She, obviously, was a lot smaller than Scott, so there wasn't as much territory to cover. Touching her sent a different kind of thrill through me...I don't know why, but touching a woman gives me a different kind of sexy feeling than touching a man does. Of course, I like them both, so...

I felt Scott get onto the bed and a minute later he was straddling her. He still had an erection, not as hard as before but still pretty hard, and the way he was kneeling over Jess's thighs made it brush against her butt. If he sat down it would have just been laying there, on top of her jeans, but right in the crack of her butt.

We worked on her for about 15 minutes, too, and a couple of times I let my hands run down her sides so I could touch the sides of her breasts. For a short woman her breasts are kind of big – about 36C – so when she lay on her front you could kind of see the sides of them. Jess jumped a little the first time I touched them, but I wasn't trying to run my hands underneath her or anything, so I guess she figured it was kind of innocent. It was, kind of. Just like Scott's nice, hard erection kind of rubbing against Jess's butt. It was all innocent, and when a little later Scott tried running his hands up Jess's side she didn't jump or anything. As a matter of fact, she sighed a bit.

"Ok, your turn," she said to me when she was ready to change. She got up and fastened her bra behind her, but she didn't put her shirt on.

Now I was nervous. I pulled my turtleneck over my head, and as I did I remembered which bra I'd put on that morning. Like Jess, it was just a plain white bra. But, since I'm small I usually wear a padded bra just to make my clothes look a little better. And the padding helps hide my nipples, which have this really annoying habit of getting erect at just about everything from a little bit of air conditioning to an underwear ad in the paper (yes, guys or girls) or sometimes just because they feel like it. That didn't bother me – at 25 I was used to my nipples popping up all the time and the fact that I wore padded bras. What did bother me was that my bra fastened in front. There was no way I could move it out of the way without taking it off.

Jess noticed right away.

"Close your eyes for a minute, Scott," she said.

"Why?" he asked. I guess guys don't notice that kind of thing until they're trying to get the bra off of you.

"Because Penny's bra fastens in front and the deal wasn't that you got to look at her front – just her back."

Being the gentlemen he was Scott turned away and put his hands over his eyes. Being the pervert she was, Jess reached forward and undid the bra for me, then, before I could lie down on my front, pinched my nipples.

"Dammit, Jess, keep your hands to yourself," I hissed.

"What's going on there?" Scott asked.

"Never mind. Penny is ready now, let's go."

I flopped down on my front before Scott turned around. I'd get Jess for that. But a minute later I stopped worrying about it.

I guess I didn't now how tired and tense I was, because as soon as Jess started running her hands over my shoulders and rubbing them I just about melted. And then I felt Scott sitting over my legs, and I could feel his cock resting on my butt, and I really melted.

"Ohhhhhhhhhh," I sighed. It felt really good.

Their hands were all over my back, rubbing and thumping and doing all that great stuff. Every once in a while I'd feel hands run down my sides, and that would feel nice, too, and I didn't say anything because unlike Jess's breasts, mine aren't big enough to stick out much on the sides. Scott was even bold enough to rub against my butt once or twice when he thought I might not notice, but I did. They rubbed and rubbed, and my nipples stayed nice and hard, and I was even getting a little wet, feeling them touching me. Knowing Scott was naked as he sat on my thighs and that it really was his cock rubbing against my butt didn't hurt my mood, either. I relaxed and enjoyed their hands and the feelings I was having.

I must have dozed off because when I heard a voice talking to me and it seemed like a good idea to listen to it, I did.

"Roll over, Penny," it said, so I did. I was really relaxed and not thinking much about what was happening.

Scott must have sat up, because I don't remember it being hard to roll over. And when I did the hands kept rubbing my shoulders, and then I felt them on my rib cage, and it felt really nice.

When I felt the hands on my breasts my eyes opened real wide, real fast, and I tried to sit up but Jess was leaning on my shoulders and she wouldn't let me up.

"Just close your eyes and enjoy it," she told me. She was leaning over me and I could see that she'd taken her bra off. And she leaned over a little more and let her nipple rub over my nose and my mouth. "Just enjoy it," she said quietly.

Scott was gently stroking and kneading my breasts, and it did feel really good, and it didn't take much to just go with things. I opened my mouth a little and started licking and then sucking on Jess's nipple. Scott kept playing with my breasts, and I felt myself lubricate. I closed my eyes, kept sucking on Jess, and let the nice, sexy feelings run through me.

We kept up like that for a while, and then I felt Scott undoing my jeans, and I struggled out of them and my panties. While he was helping me out of my pants Jess got up and took hers off, too.

So we were all naked, and we all started touching each other. My nipples definitely got hard, and I felt all wet and slippery, and I tried not to think about the fact that there were three of us there.

After we had stroked and kissed and touched each other for a while, Jess and I pushed Scott on his back and both of us started sucking him. Jess would lick and suck on his balls and I'd go up and down his shaft, and then we'd switch. It wasn't long before he was twitching and trembling and I could taste his precum when I was sucking him. I was having a good time and, even though there was a little voice in the back of my head asking just what I thought I was doing, I ignored it as much as I could and focused on what I was doing and how it felt and tasted and smelled...

"I'm going to come," Scott said.

When he said it I had one of his balls in my mouth, but I wanted to taste his semen for some reason, so I put my face up next to Jess's and started licking his shaft real hard and kind of fighting to get my mouth over the tip of his cock. Jess pushed back with her mouth, too, and we were going up and down and then I reached in and put my hand around the base of his cock and started rubbing up and down while we licked and sucked at him.

"Oh Goddd, yessss," Scott moaned and he came. He squirted all over our faces and I kept sucking and licking and jerking up and down. Jess was there, too, doing the same sort of things and Scott must have liked it because he just kept moaning. Finally he stopped squirting. We licked up everything off of him and then Jess and I licked his semen off of each other's faces and it was really, really sexy.

I pushed Jess back over on her back and started licking down the length of her body. I played with her neck for a while and then ran my tongue down over her collarbone. From there I slowly slipped down the valley between her breasts, and then drew a figure eight around them. Slowly, very slowly I licked up the slope of her right breast. I found the nipple, flicked at briefly, then pulled it onto my mouth and sucked hard on it. Jess has these real long nipples and they're real sensitive so it wasn't long before she was moaning, especially when Scott started sucking on the other one. I'd roll my tongue around the one I had, feeling it nice and hard in my mouth, then flick it a few times, and then suck it hard deep into my mouth. I kept doing stuff like that, and Jess was moaning and groaning, and I reached down between her legs and really, really gently drew one finger over her labia. I just played like that, stroking her softly, and feeling her swell and open up.

She was soaking wet when I moved between her legs and started licking at her. It felt so good to be there, and she tasted musky and sexy. After a while I pushed my tongue into her vagina as far as I could and my nose was pushed hard up against her and she kind of jerked a little and moaned. All the time I was doing this Scott was still playing with her breasts.

Jess just makes these little moans and she gasps a little when she's excited so it's kind of hard to know exactly how excited she is, but she just about yelled when I ran my tongue over her clitoris. I had waited until it was poking out from under its hood when I knew it would be really sensitive.