I Fucked My Best Friends Girl

Jay and I were sitting around his house one night, tipping back a few cold ones and watching the game. We'd done this hundreds of times before. We had been friends since grade school and this was not a scene that was new to us. We'd shared our hopes and dreams. We'd shared our feelings and experiences. I thought we had shared just about everything. I was to find out this wasn't exactly the case.

As the night progressed, and the game came to an end, the drinks and conversation began to flow, maybe even a little more liberally than normal. As Jay flipped through the channels to find something else to watch, he happened upon a Skinimax movie that looked like it was shot 30 years ago. OK, so even though the women all had big hair and high-waisted panties, I don't know too many guys in our condition that wouldn't stop to take a look.

On screen, a smoking hot blonde girl with oversized implants and feathered hair was having simulated sex with some dude while her husband watched anxiously from the corner. It must have been called "Voyeuristic Fantasies 5" or something. I didn't think much about it and focused my inebriated eyes in on the woman's jiggling breasts.

"I almost did that one time." Jay said nonchalantly.

"What, fuck a girl in the 80's" I said facetiously.

We both graduated high school in the late 80's and although we weren't exactly Tom Selleck or Kevin Bacon.

"No, watch another guy fuck MaryEllen." he said with all seriousness.

MaryEllen had been Jay's girlfriend for 3 years. She was a shy, unassuming girl with an ordinary face and a mound of black curly hair. She was the type of girl that you might just walk by on the street without giving a second glance. But if you did give her that second glance, you'd notice that 5'9" tight body girl included smallish but nicely rounded tits, long lithe legs and a beautiful ass that were better suited on a swimmer's body.

I didn't know MaryEllen well. It was hard to know MaryEllen well. She was the epitome of the quiet bookworm. Pensive, reserved and subdued. Having said all that, it was that hair that always always gave me the impression that she might have a wild streak. It was dark, curly and wild. It seemed to have a mind of its own.

MaryEllen seemed almost prudish...there's no way could be into this type of thing, I told myself.

Apparently that wasn't the case. I pressed on.

"Oh yeah," I said, trying to hide my interest and the quickly growing bulge in my pants, "how did that happen?" I didn't want to seem too eager to go down this road. We were talking about his girlfriend after all. I tried to show a little decorum.

"Well, we were on our trip (Jay and MaryEllen had taken a 6 month driving tour of the US a couple of years ago) and staying with Scott (a mutual friend). I had always had a fantasy of getting MaryEllen fuck another guy. One night, I tried to convince her to go into Scott's room while he was sleeping, slip into bed with him and fuck him."

I was floored...but veru interested. I took a long sip of my beer as he continued, trying to will my dick to an unnoticeable level of attention.

"I almost got her to do it too, but she kept thinking Scott would freak out and it would be a bad scene."

"So was she was into it?" I inquired...not so innocently.

"Oh yeah, she's totally into the idea. She's actually a bit of a freak." he assured.

Now, I know a lot of guys have the fantasy of seeing their woman with another man, but it's slightly different to hear it first hand from your friend. It's pretty surreal. I certainly had more than one sexual thought about MaryEllen, but since she was my best friend's girl, I would quickly suppress these fantasies. This conversation seemed to have thrown all of those self-imposed boundaries to the wind.

"So, what gave you this idea in the first place?" I found myself interested in the motives that went along with this fantasy.

"I don't really know how it started." he said "I think it's a mental thing I guess. The thought of her receiving pleasure and at the same time pleasing one of my friends...I guess it's a turn-on."

I could understand that, I guess. At least that's what I told myself.

"I think the jealousy factor heightens the fantasy because you have conflicting feelings."

OK, I could buy that. I guess.

I would be lying if I told you I was thinking of anything at the time other than impaling MaryEllen on my dick, but I played along.

"So, you never wemt through with it?" I asked, loving where the conversation was going.

"No, we never really got the chance after that. Too bad really, I know she's really into the idea, but it just didn't work out." he said with more than a little regret in his voice.

There was an awkward pause as we both lingered on the unusual conversation between two longtime friends.

"Too bad you didn't say anything sooner, I would have fucked her."

The crassness of my comment cut straight through to the point. Under normal circumstances I would have been a little more diplomatic but the beer and the thought of MaryEllen sucking my cock must have affected my verbal filter.

With that, and a little chuckle from Jay, the conversation ended. We watched a little SportsCenter, I sobered up and went home.

The next day I got a call from Jay. "Hey, remember our conversation last night?" he said excitedly. "Yeah, of course. I don't think I'll forget that one anytime soon." I joked.

"Well, I got to thinking...and I talked to MaryEllen. She's definitely interested in making this thing happen."

There was silence on my end while I gathered my thoughts.

"Really...." not sure exactly what to say next. "How are we going to do that?"

With that, the plans were laid. The details weren't divulged to me but we would meet that night at Jay's house. MaryEllen would be over around 7:00 and I would come over around 7:30. Jay was a little evasive on the details, but he said he would fill me in on the rest when I got there. That was OK by me.

The day dragged on. The excitement was building for what was in store that evening. It was beginning to get to me. There was no concentrating on work. I had always been attracted to MaryEllen, there was something sexual about her that was hard to pin down. On the surface, she was extremely conservative. Of course, as I was beginning to find out, looks can be deceiving. I had sexual thoughts of her every once and a while, but they were quickly dismissed since she was my best friend's girlfriend. She was with my friend, and that was enough to make her off limits, even if the fantasy started to take off every now and then. Now, I was faced with the reality that this might actually be happening. What was even more exciting was the fact that Jay not only approved, but his fantasies seemed to fit right in with my depraved idea of a good time.

I arrived at 7:30 sharp. I'm not always the most punctual person, but I wasn't going to be late for this night. I walked in to find Jay and MaryEllen in the living room, both smiling at me with devilish grins. I could see the cocktails had already been flowing and I might have to do a little catching up. MaryEllen was wearing a black button-down shirt and a tight black mini skirt. Her blouse seemed that one button too many might have been unbuttoned. Was it my imagination? She stood up and gave me a big hug. I wrapped my arms around her waist my hands rested where the small of her back and my fingers met her ass. I noticed that I couldn't feel any panties underneath. I guess the game is on.

"OK, here's the deal," Jay started without wasting time "since this is my girlfriend and this is my idea in the first place, I get to call the shots." Obviously MaryEllen and Jay had this discussion before I arrived so I wasn't going to complain. "I'm going to take a seat over here and I'll tell you guys what I want to see. Think of me as a director and the two of you are the actors. Let's see how well you can follow instructions."

OK, this was a bit of a twist, but hell, I didn't care. The fact is, this might make it a little easier on me. I had been a little concerned about Jay getting freaked out once we started moving fantasy to reality, and I didn't certainly didn't want to overstep any boundaries. Under this scenario, I knew Jay would be comfortable with what was happening in front of him and I didn't have to worry about things going too far for him or doing something crazy that he would object to.

"Why don't you give him a kiss." Jay said glancing at MaryEllen. He took a seat in the chair across the room, drink in hand. Without a word, MaryEllen walked up close to me and leaned in. I could feel her warm lips part and the wetness of her tongue felt its way into my awaiting mouth. My arms wrapped around the small of her back and pulled her close. I moved my hand up to her head and grabbed a hold of the mass of black curls. She let out a slight moan and our kiss became more passionate. She held my waist and I began to grind her pelvis into my ever-growing member. I was getting harder by the second. Our tongues intertwined and my breath quickened.

"Pull up her skirt so I can see her ass." I heard from the other side of the room. It was like a voice from another dimension. Once I came to, I was happy to oblige my friend's direction. As we continued our kiss, I reached down and pulled up MaryEllen's skirt until it was bunched around her waist. She wore only a black lace thong underneath. I had almost missed it in my passion. I moved my hands to her ass and began massaging her perfect buns, rubbing them and creating a wave of friction between her legs. I could feel her skin under my hands begin to goose pimple, partly from being exposed to the cooler air and partly from the waves of passion that were beginning to intensify between us. "Turn her around and show me her tits." Jay said in an excited voice. We stopped kissing for the moment and I turned her around. My already hard cock pressed through my jeans and rested in the crack of her ass. My hands moved up from her waist and began to knead her breasts through the sheer fabric of her blouse. I could feel her nipples growing rock hard under my touch. She moaned as I buried my face into the nape of her neck, biting it ever so softly.

"Pull them out." Jay's said as I slowly reached around and unbuttoned the remaining buttons of her blouse. I pulled the fabric aside and exposed MaryEllen's tits to the air. Apparently there was no need for a bra in these circumstances. Her breasts were perfect B's, firm and rounded. I glanced down from her shoulder to get my first glimpse at them. Much to my delight, her nipples were beautiful, small, dark and growing harder under the touch of my hands. I took a minute to gently squeeze each one between my finders before cupping both breasts and presenting them for clear viewing to my friend seated across the room. Damn, I was loving this.

"Take off her shirt." A command I was eager to act on. I wasted no time and pulled the blouse off her shoulders and let it fall to the floor. MaryEllen was topless in front of two fully clothed men.

I looked up for a second and saw Jay, reclined in his chair, a smile on his face. I knew everything was OK.

"Now, her skirt." Jay continued. I was still in back of MaryEllen, so I reached down from her back and unzipped the half zipper holding the skirt to her supple hips. A quick tug was all it took and the skirt slowly slid down her long legs and hit the floor. From my vantage point, I still couldn't take in her full beauty, but I could certainly see that perfectly formed ass framed by a small black lace thong. I could feel my growing cock nestled between her firm ass cheeks.

"MaryEllen, why don't you get rid of those panties, you're not going to need them.

Damn right. I couldn't say it better myself.

MaryEllen stood, half way between her boyfriend and her fuck buddy. She slowly threaded her thumbs around her panties and pulled them slowly down to her ankles.

"Why don't you lay down on the floor facing Jason and play with yourself. Man, you just stay there."

Now we're talking. I couldn't made a better suggestion.

MaryEllen complied to this request with a smile. She laid down in front of me, her neatly trimmed pussy glistening in the dim living room light. I was standing there, unsure of what to do next. She spread her legs and I began to formulate a plan.

I was awarded with the full view of her beautiful pussy, her finger parting the lips with the heat and passion that I knew was reserved for me. MaryEllen wasn't completely shaven. She left a sexy landing strip of hair leading down to her wetness. The fingers of her right hand slowly traced the outline of her breast, stopping only to give her hard nipples a tug. She moved her left hand down between her legs and gently began rubbing her clit.

I was in heaven. Her left hand pace quickened as her right hand grabbed her tits. She raised her hips off the floor, gyrating with the waves of pleasure that were now beginning to take over her body. Her fingers moved rapidly over her clit and then moved down to insert first one, than a second finger into her awaiting pussy. Her breathing started to accelerate and her body was rocking back and forth. I was unable to break my gaze, locked on to her beautiful mound engorged with passion. Her pussy lips parted with each movement of her glistening fingers.

By the sounds of her ever increasing moans, she was about to cum.

"Stop." Jay said, I had almost forgotten he was there with the show going on in front of me. With the sudden interruption, MaryEllen gave a little frustrated groan while she tried to get in a few more strokes. "Stop right now I said." This time a little more forceful to make sure she knew she wasn't going to get away with anything.

By this time, my erection was putting some serious pressure on the jeans that I was now happy I had chosen. Without them, I'd be standing at full attention watching my best friends girlfriend finger herself on the floor at my feet. I guess on second thought, that wouldn't be such a bad thing.

MaryEllen was trying hard to collect herself. Her black curly hair had just a touch of unruliness from her time writhing on the floor and her face was flushed and red. She made her way back to her feet as Jay pondered his next move. He was still sitting back in the chair, a slight bulge becoming noticeable in his pants.

"Now let's make this interesting." he said "MaryEllen, I want you to go to Jason and undo his jeans, but don't take them off." I saw a flash of excitement in her eyes as she got on all fours to move towards me and comply with this latest request.

She got up onto her knees and her fingers moved directly to my waistline to unbutton and unzip my jeans. My dick pushed hard against the material of my boxer shorts, just waiting to be let out.

"Now I want you to pull down his pants and underwear to his knees, but don't touch him." Jay said. Maryellen did exactly as he asked. She hooked her thumbs around the top of my jeans and in one move, pulled them down with my boxers along with them. My cock sprang out, already hard and throbbing, just begging to be touched.

"I want you to get as close as you can to him without touching. Do it for 3 minutes. Go ahead and show him what a good little tease you are." I could detect a little note of playfulness in his voice. I think this was his way of fucking with me. I can't say as though I minded.

With that, MaryEllen dropped to her knees in front of me. She put her face within a quarter inch of the head of my cock. I could feel the warmth of her breath as she slowly moved up and down the length of my dick, being very careful not to touch. Her hands moved up between my legs and made a movement to cup my balls. Again she stopped just short of touching me. The short trimmed hairs on my balls could just barely sense the presence of her hand.

I was close to losing it. My cock throbbed with anticipation. I wanted to just grab her head and shove my dick deep into her mouth...but that would have not been in the spirit of the game. I remembered I was just a puppet in this whole thing; a third party participant who had the good fortune to be invited into a secret den of desire between my friend and his girlfriend. With that, I closed my eyes and waited the 3 minutes.

"Time" I heard from across the room.

I opened my eyes and looked down at a smiling, naked MaryEllen staring up at me. She licked her lips slightly. I looked over at Jay and he had moved forward in the chair, trying to get a better look.

I also noticed something else. It finally dawned on me that MaryEllen hadn't said a word all night. Short of a couple of moans and giggles of pleasure, she hadn't said a thing. I guess this was part of the game also. She was normally pretty quiet, so I guess I didn't notice. She was just an obedient and appreciative slave. It was like she was our little sex toy. I liked it.

"MaryEllen, why don't you suck Jason's cock...but don't use your hands." With that line, we were off again. I looked down again just in time to see MaryEllen's mouth open and engulf my dick. She began sucking and licking, slow at first, and then with a quicker pace. She let my cock fall out of her mouth and she licked the underside like a long lollypop, only to get to the head and swallow it again. She expertly moved from my shaft to my balls, taking first one, than both of them into her mouth; sucking gently but firmly. I was in heaven.

This continued for a few minutes until Jay said, "Go ahead and use your hands, but don't let him cum." She pushed me back and sat me down on the couch (I didn't even realize I had been standing this long) and removed my shoes first and then my pants and underwear. They had made their way around my ankles by then. She reached up and grabbed a hold of my member, tugging slowly as she began to suck. At first it was just the head of my cock. Then a drip of pre-cum seeped out which she happily licked and swallowed. MaryEllen flashed me a cute little smile.

Then she got to work.

Her hand moved down my shaft and her mouth followed suit. My cock was enveloped by her warm, moist mouth; her tongue doing circles around the head while she bobbed up and down in my lap. That girl continued to expertly suck my cock like a woman on fire.

"Lick his ass." I heard Jay say from across the room. I almost couldn't believe what I was hearing. I'm not adverse to a little anal stimulation from a woman, but from my friend's girlfriend, in front of my friend?

I didn't have much time to think about it either way. MaryEllen grabbed both of my knees and put them over her shoulders. She then dove in and began licking and sucking the area between my balls and asshole. She kept moving south until she hit the spot, her tongue taking turns plunging and licking my ass. I couldn't believe what was happening. At the same time she was taking care down below, her free hand was stroking my cock with a steady firm grip. She moaned in pleasure, I did the same. A few minutes of this and I was drawing close to the brink; I knew I couldn't hold out much longer.

Apparently Jay figured this out too. "Stop." he said and right on cue, MaryEllen removed her mouth, released my cock and looked to Jay for his next command. I sat there, in a bit of a daze, trying to hold it together. My dick and ass were slick with MaryEllen's saliva, my balls were tingling and about ready to burst.

"Time for a little freestyle. I want you guys to go at it for a few minutes. No fucking though. We'll get there soon enough." Cool. Jay was giving me his girlfriend to have my way with, and after what had just happened, I didn't want to disappoint. I grabbed MaryEllen and positioned her on my lap facing Jay, her ass rubbing up against my rock hard cock. I began to run my hands all over her body, groping her breasts, pinching her nipples softly and kissing her neck. My hand moved between her legs, pushing them apart so Jay could get a good look at his girlfriend as I rubbed her clit and plunged my finger deep inside her. She spread her legs wide and brought her feet up to rest on my knees. I had one arm tightly holding her waist; making sure I didn't miss a spot while playing with her wet pussy. I rubbed her clit more rapidly now using long even strokes. Her breath was shorter and coming more quickly now. I removed my hand from her waist and plunged two fingers deep inside her pussy, alternating strokes on her clit and deep penetrating thrusts into her pussy. Her hips started to buck wildly, grinding into the touch of both of my hands. I let a pinky move down and inserted just the tip into her awaiting ass. "Ohhhhh", she moaned, the closest thing to a word she had said all evening.