All Out

"Sharon!" I yelled. "What the fuck?"

I was truly shocked at what I saw when I turned to look at the couple in the back seat. Sharon had Trevor's penis out of his pants and was playing with it. I hadn't noticed before since I hadn't looked back very much, and when I did it was so dark outside I couldn't see anything but dimly lit faces. But I had looked back as we neared more well-lit areas, getting closer to town, and Trevor's lap drew my attention immediately.

Sharon didn't seem to be embarrassed at being caught playing with her boyfriend's penis. They had been dating for nearly a year, but I never knew them to have sex in public before.

"Oh, Stef," Sharon said to me, "He's really enjoying himself. Besides, I can't keep my hands off his dick. Just look at it!"

I was looking. I couldn't take my eyes off of it, and then she held it by the base, wiggling it just a little, showing it off to me. It did look pretty impressive.

Meanwhile, Jake was trying to drive while adjusting the mirror so he could see the back seat. When he ran a wheel off the road he got our attention.

"Hey, careful," I said. "Don't kill us all." Jake and I had known each other for a while, but this was only our third official date. Things hadn't gotten too far between us yet. We hadn't been alone at all on our second date, but I was thinking tonight could end up happy for both of us.

"I can't see what's going on back there." Jake said.

"I'm just playing with Trevor's dick." she answered. No, Sharon wasn't at all embarrassed. "And he's enjoying the hand job."

"Oh, yeah," Trevor mumbled.

"Stef," Sharon continued. "If you reach over I'll bet you can find a hard on in Jake's pants."

We nearly ran off the road again with that comment. I then realized that I was sitting sideways in the seat with one hand on Jake's chest as he drove with one hand, and his other hand had come to rest on my leg, under my skirt. Suddenly it seemed a little tense in the front seat as well. I gasped at Sharon's comment, and I think Jake did, too, but we didn't quit touching. In fact, I felt Jake's hand grip my leg harder, and I wondered if her comment was true.

"Sharon, you're terrible!" I teased. I was no angel, but basically a "good girl." I wasn't feeling like a good girl at this moment, though. Still watching Sharon play with the hard dick in the back seat, I felt Jake's hand slide slightly higher up my leg. I also noticed that my pussy was tingling, and I thought that this opportunity to find out if Sharon was right was too good to pass up.

My hand began sliding down Jake's chest and across his stomach. I felt him take in a gasp of air as I reached his belt, and the car slowed down. I felt a bulge as soon as I was below his belt. I moved my hand over top of the bulge and pressed down, to make sure what it was. As Jake let out a low groan I knew I was right. As I squeezed his dick the back seat got even more interesting.

Sharon bent over, her face in Trevor's lap. I heard slurping, and Jake and I both knew what was going on, though I couldn't quite believe it. Sharon tried to position herself so that I could see what she was doing. It wasn't easy for her, but I did catch an occasional look at the erection and her lips or tongue working on it. She pulled off as she looked at me and smiled, but kept pumping, then lowered her head again.

In just a few moments, Trevor threw his head back on the seat and started groaning, He thrust his hips up hard twice, then mostly settled down. Sharon had her mouth on him, and was making some noises herself, as well as gasping for air. I thought I knew what had happened, but couldn't quite believe it until she pulled herself off him and again smiled at me. This time a white creamy liquid was on her lips, and filled her mouth. She swallowed as if doing it for me. When I looked down at Trevor's dick I saw more of the cream, and a few drops were still oozing out of the tip. Sharon squeezed the shaft to force a couple more drops out.

"Oh my God," was all I could say. Sharon just smiled, and began to wipe them both off. I turned around and put my head on Jake's shoulder, holding on tightly to his dick as I thought about it and the scene in the back seat. It seemed like just minutes when we pulled into the driveway.

"Is his dick hard?" Sharon asked.

Jake laughed nervously, and I awoke from my dream-like state and said, "Yeah" as I squeezed it again.

"Is it out of his pants?" She asked.

I was thinking again now, and was surprised at her question. She was always blunt, and sexual topics were no exception, but I still surprised.

When I told her no, she said, "Well, take it out! It's no use in his pants."

"Sharon!" I exclaimed.

"Come on," she said. "Trevor's is still out - and pretty hard, I might add. In fact, I'm going to make him walk inside with it out, and I think Jake should, too."

Jake laughed nervously again. He didn't seem to object. I thought to myself that I certainly would like to see his dick, and feel it, as hot as recent events had made me. And if Jake had no problem with it, it didn't hurt me any. I started feeling around for the top of his zipper, and started tugging it down. I fully expected him to object. I'm not sure why.

I had to reach my other hand over to his lap to work the zipper down, and that showed Sharon what I was doing.

"Thatta girl," she cheered on from the back. "Take it out."

I was embarrassed, both being cheered on and having an audience, even though they weren't really watching. But it was Jake whom I figured should be the embarrassed one, and he wasn't complaining, so I reached inside his pants, wrapped my hand around his hard shaft, and wrestled it out of his pants into the open.

"Okay!" I said as if I had accomplished something great.

"Oh, goodie!" Sharon squealed. "Let me see." She thrust herself up over the front seat, nearly banging my head with hers, until she could see into Jake's lap, where his erection stuck straight up into the air.

"Oh, yes," she drooled. "Now, leave it there, and let's go on into the house."

I was confused about the guys walking in with a hard-on sticking out in front of them. Really? But it wasn't mine, so I said nothing.

Sharon's door opened first, followed closely by Trevor's, who had his dick sticking obscenely out of his pants. They were both out of the car by the time Jake had his door open, and Trevor stood there smiling as Jake slowly got out. That was a very odd scene to see both big guys with their big erections sticking out, laughing, looking, trying not to look, and making damn sure their dicks never came close to touching. I watched it from inside the car, almost forgetting that I had to get out, too.

"Come on," Sharon said, opening my door, and we all walked to the front door. I was hoping the neighbors couldn't see, but again, it wasn't my house, so why should I care?

Just as we got in the door another car pulled up in the driveway. We recognized it as Paul's car, and there were two couples in it as well.

"Don't you dare put those cocks away!" Sharon gruffly said to the guys, then went to greet the new arrivals.

Cindy was out of the car and spoke first. "We saw your car go past and wondered what you guys were doing."

I wasn't sure how we were going to get rid of them, with two naked dicks inside waiting for us, but Sharon took over.

"Come on in," she said, much to my surprise. I backed in the door, seeing confusion in the guys' faces as they stood behind the kitchen bar, seemingly normal. I greeted our guests as they came in, Sharon coming in last.

Sharon spoke above the clatter of small talk. "You came at just the right time. Our guys have something to show you." She looked over at the now shy-looking guys and said, "Come on out from behind there. Come on, show them what we've been doing."

Trevor moved first, then motioned for Jake to follow. As he stepped out from behind the half wall there was quite a mixture of gasps and laughter, followed by a little applause.

"Holy Cow!" Tara said.

"What the hell?" asked Cindy.

The new guys said nothing. They were more in shock than anyone.

"They do put on an impressive show, don't they?" Sharon asked.

There was general agreement mumbled, but no one moved.

"Now," Sharon began, "If you guys are going to stay... and have some fun... we need to see... some more dicks."

We looked at the four newcomers, and they looked at each other. Then at Sharon. A quick glance at the rest of us didn't help, so they looked at each other again.

Finally Cindy and Tara began to smile, as if they were okay with some more flesh to be exposed. Paul and Ben looked at each other for a long moment, then Paul moved a hand slowly toward his zipper. My God, I couldn't believe what was happening.

"No, no, no," Sharon said, stopping everything. I was really confused now. "The girls have to take the cocks out. We took ours out, now you take yours out." She was speaking to the other girls, as if they had ownership of the dicks.

Sharon was very forceful. She was definitely in charge. Where had this come from? Usually soft spoken and easy-going, she suddenly sounded more like a drill sergeant barking orders. And her expressions were even more forceful. She didn't seem like someone you should argue with.

The others seemed to agree. Almost in unison, Cindy and Tara looked at each other, then took a step toward the guys and looked at them. Seeing nothing to stop them they reached a hand toward the zippers and slowly lowered them. Bulges were forming in their pants.

"Now take them out," Sharon said to the girls as they hesitated. Each girl reached inside her guy's pants and found his erection, Cindy looking at Paul the whole time, Tara not able to look Ben in the eye. When they brought their hands out clutching on to a penis, all eyes were taking turns looking only at that.

I couldn't say they were erections. Not soft, they had begun to harden, but the guys seemed too nervous to have full-fledged erections. Right on cue, Sharon spoke up.

"Come on guys, those aren't very hard. We want erections. Hard, stiff, and long. Girls, make 'em hard!" She said this as if signaling the start of a race, but Cindy and Tara immediately began squeezing and stroking their guy's members until they seemed hard as rocks.

"That's great," cheered Sharon.

"Now what do we do them?" asked Tara. I'm not sure if she was asking meekly or if she was horny, but Sharon seemed to be the leader.

"Anyone thirsty?" she asked. It seemed an odd question, but we all realized our throats had gone dry with the excitement. "Guys," she continued, "Get us some drinks and bring them over."

We followed Sharon's lead as she went into the living room and sat. The guys soon were gingerly serving us soft drinks, with their hard dicks leading the way. They seemed to accept the situation. Hell, they seemed to enjoy it. Exposing themselves in front of four girls, being played with, and the anticipation of even better things yet to happen.

"Oh, Trevor, I need more ice," Sharon said, and he quickly went back to the kitchen and returned with more ice, while all of us watched his erection dance in front of him.

"Anyone else need anything?" Sharon asked.

Tara said, "Don't you have some alcohol to put in this?" and Ben started toward the bar.

Sharon stopped him. "No, take her drink, and add the booze over there."

We quickly caught on that the idea was to make the guys keep walking around in front of us, while we enjoyed the sight of their bouncing dicks, one at time. We sent them on various "errands" for a while, watching the entertainment as it wiggled in front of us. The erections stayed strong, evidently excited by the girls watching so intently, but as a thank you for what ever task they performed we would stroke it a little when he was done.

Sharon, as usual, led the way. She was the first to reach out and grab a dick that wasn't "hers."

"Stop here a second, Paul," she said as Paul walked past her. She reached out and took a firm hold of his shaft, stroking it three times to our amazement and Paul's pleasure.

This seemed to take things to a new level. Now, any penis that came by was fair game to touch and play with. The "errands" stopped as the guys were basically passed from one girl to the next, who thoroughly examined their dicks, making each of them rock hard and turning a deeper color.

We sat more or less in a line, on the couch and chairs. I was fondling Trevor's dick, and each girl had someone else's.

"Switch!" Sharon instructed, and we all looked at her questioningly. "Each guy move down one girl," she continued, motioning in one direction. The guys did as they were told, and Sharon continued, "Ben needed a break or he was going to explode. We don't want that yet, okay girls?"

I had some experience with guys and sex, but I wasn't sure if I could tell too well right before they would cum. I thought I would have to be careful and pay attention.

I definitely paid attention to the dicks that paraded in front of me, as Sharon would call out "Switch" every couple minutes and the guys would continue down the line. I examined each penis carefully as I stroked it, surprised at how similar they were, but concentrating on the differences between them.

The one that stood out as most different was Paul's, as he was uncircumcised. It looked very similar when erect, but the skin slid easily over the head when I would stroke it. I was hypnotized by this action, the head disappearing each time I slid my hand forward, pulling his skin over the tip, then the bright pink -or red - head would come sticking out obscenely as I pulled my hand back, drawing back the skin. Watching the head pop in and out of hiding was very entertaining to me. But we were only getting a minute or two with each guy at a time. They needed lots of breaks to keep them from cumming.

Jake and Paul had nearly identically sized dicks. Ben's was nearly the same length but felt slightly thinner, and Trevor's was slightly longer than the others. Nothing, though, that set any of them apart, except for Paul's uncut one. That was a bit of a surprise, as I remembered one guy I gave a hand job to a few months before who was significantly smaller than these guys. It was a real joy to me to feel these throbbing muscles, stroking each one, trying to feel each of them to find differences, examining them in every way.

Increasingly I felt my pussy getting wet. I was very turned on at the constant touching of these penises, and seeing them pointed directly at my face. I started thinking of them exploding cum all over my face, coating me from my eyes to my mouth. I had never wanted this before. In fact, it disgusted me to think of that happening - until tonight. Now I got a thrill and a tingle in my pussy just thinking about it suddenly happening.

I was stroking Trevor's throbbing meat, thinking that this couldn't go on much longer. Although they had many breaks, the guys had to be dying to cum. I knew they couldn't last much longer. Suddenly Sharon barked another order. "Okay, girls, take the cock in your hand and lick it. Then put it in your mouth."

Without even thinking I followed her order. I reached my tongue out to lick the head, then let my mouth engulf his dick. I didn't even think much of what I was doing until that point. I sucked on it for just a few moments until I heard Sharon yell, "Stop!"

We looked around, and I realized that we had stopped before anyone could cum. By the reactions of the guys, it wasn't a moment too soon.

"Okay," Sharon said, "Switch again, and suck those cocks 'til they cum in your mouth."

By this time I was so turned on that I tingled with anticipation and glee at the thought, though I had never let anyone cum in my mouth before. I grabbed onto the next dick in line - Ben's - and stuffed it eagerly into my mouth. I engulfed it as deeply as I could in one motion, and began sucking hard. My tongue swirled around the head as my hand held it by the base, squeezing it and sliding up and down slightly.

Perhaps 15 seconds passed before I felt Ben's dick swell and his hips thrust forward driving him deeper into my mouth. Suddenly my mouth was filled with a warm substance, shooting hard into the back of my throat. I swallowed quickly, but he kept shooting cum into my mouth. I swallowed as fast as I could, but the cum came much more quickly and it accumulated in my cheeks.

Without even thinking, I was determined to empty his cock of his cum without letting go. My hand kept squeezing his base as he noisily spasmed shot after shot into me. I felt cum leaking out of my mouth and dripping down my lips as I no longer felt his cum shooting into me. I held him in my mouth as I kept trying to swallow what was inside. It was difficult to swallow with a mouth full of dick, but I did my best. My hand began stroking further up his dick, milking more cum out of his shaft. Eventually he pulled himself out of my mouth, though I held on and continued to milk the cum, even licking it off his tip. I kept swallowing, but the thickness of the goo was difficult to get down, and I was beginning to get tired of the process. I hadn't even thought of what it tasted like.

All the guys had cum very quickly once we got the order. The last guy to cum was Trevor, as Tara sucked him off. I heard him groaning out his climax just about the time Ben finished shooting his load into my mouth. We looked around at each other with grins that were both sheepish and excited Each of us had cum dripping from her mouth, but Cindy had globs of cum on her cheek and on her chin. It looked to me that she was the only one who pulled her guy out while he was still spurting hard.

The girls just sat there, looking at each other and at the softening dicks in front of them and all around. The guys evidently started feeling awkward, and they sort of slunk off to the kitchen or bathroom to clean themselves up. When they came back a minute or two later, I don't think any of us girls had moved, except for wiping off our mouths. We smiled at the guys, and they smiled nervously back.

"We, uh, had better get going," Jake said, mostly to me but really to everyone.

They all mumbled "Thanks" in one way or another as they rushed toward the door after we said goodbye. We didn't stand up and they didn't seem to want a kiss for some reason. They were in a hurry to get away.

I sat there without moving, feeling a burning in my belly, my head in a whirl trying to sort out what had happened. My pussy was in need of attention, but not in front of the others. Before I could think of what to do, Cindy got up and quickly headed to the bathroom.

"She's going to get herself off," I thought jealously.

Then I looked over to Sharon and saw that her hand was down the waistband of her pants, obviously playing with her pussy right there in front of us. Seeing that, surprised as I was, I could not help myself. Wearing a skirt made it easier for me. I placed my hand under my skirt and reached up to my pussy. I quickly pushed my fingers under my panties and parted my pussy lips. A finger went into my vagina and I sighed with relief. Two fingers now pushed in and out quickly, and I found my clit as well. In less than a minute I was cumming with great relief.

When I finished I saw Sharon looking at me happily, and then we watched Tara, who was finishing herself off. Cindy came back in the room just as Tara was cumming, so all of us watched her. We gave her applause when she was done, which made for a hearty laugh for us all. Yes, even Tara, eventually.

We didn't, however, stay around to talk much about it. That would come later, if at all. As I left, I thought about the incredible evening. Never would I have believed that I would do such a thing in a group setting, and simply because Sharon told me to. I was amazed at myself, thankful for such an intense experience, and I decided that I was going to spend more time around Sharon. What in the world would she come up with next?