The hotel room was shaped sort of like a check mark, with the shorter section being a more private sleeping area. There was another bed basically in the middle of the main part of the room, and a pull-out couch as well. Since Diana and I were a couple, we ranked the semi-private bed. Jim and Donna were just hooking up for the weekend, so they had the choice to share a bed or sleep separately, depending on how things worked out. Donna was Diana's best friend and Jim was mine. They had met a few times before and Donna had expressed an interest in Jim and, since Jim had no objections, we'd set them up. We all agreed that a weekend at the shore together would be fun no matter what ended up happening.
The day started out great, but ended even better. After checking in, we spent several hours on the beach, with the ladies looking hot in their swimsuits. Diana is tall and dark, her ancestry being Greek, with long legs and big tits. Donna comes from an Italian background, so she was smaller, but also dark with nice tits. Jim and I counted our blessings for their company. After the beach, we all showered – Diana and I together, Jim and Donna individually, though we did catch them making out a little as we came out of the bathroom. Once we were cleaned up, we went and grabbed some dinner at a nice little seafood place, then headed to a bar for a few hours. We walked along the beach on the way back to the hotel from the bar, me holding hands with Diana and Jim with Donna.
Back in the hotel room, we sat up for a little while longer before deciding to call it a night. Diana and I retired to our semi-private bed and started fooling around, quickly ending up naked. We started snickering, though, as we heard the sounds of passion from the other part of the room. We decided to take a peek at what they were up to, assuming we'd be able to see in the dim light. As it turned out, we could see them very clearly. Wearing only her panties, Donna was kneeling between Jim's spread legs, her head bobbing up and down on his cock. Jim was lying flat on the bed moaning out words of encouragement. My cock had already been rock hard from fooling around, but it was a steel rod now. I was thinking about how I could fuck Diana while still watching when she whispered the suggestion that we join them.
Needless to say, I was pleased and surprised, so I recommended that we sneak over quietly and Diana straddle Jim's face while I got behind Donna. Jim's eyes were closed, but he opened them when he felt Diana step onto the bed. I didn't hear any complaining as her pussy approached his face. At about the same time, I put my hands on Donna's hips and started sliding her panties down. She looked up and saw Diana's ass blocking out her view of Jim's face, so she knew it could only be me behind her. I didn't get a sense that she was uncomfortable with this turn of events as she lifted first one knee, then the other, to allow me to slide her panties completely off. Tossing them aside, I leaned in between her ass cheeks and darted my tongue out far enough to encounter her slippery pussy. I could hear her moan around Jim's cock as I slurped the juices that her pussy was abundantly producing. I could also hear Diana beginning to moan which made me realize that I was the only one not getting some sort of stimulation. After a few more licks of Donna's pussy, I decided how to remedy the situation.
Standing, I noticed Jim's hands gripping Diana's ass as I guided my cock to Donna's pussy. With a push of my hips, I slipped right into her slick hole, resulting in a moan from each of us. God, her pussy felt so good! Maybe it was just that I'd been fucking only Diana for so long, or maybe it was that I was so damn horny, between fooling around with Diana and watching the two of them. Whatever the case, I held Donna by the hips and slowly slid the full length of my cock in and out of her. It didn't occur to me at the time, but I was actually fucking Donna before Jim got the opportunity - nothing like a little group action to loosen things up. Donna continued to suck Jim's cock as I fucked her and he ate Diana's pussy. As I was enjoying the feel of Donna's pussy on my cock, I was watching her head bobbing up and down and listening to the slurpy sounds she was making. I also watched Diana's ass rocking against Jim's face, hoping he was enjoying the taste of her pussy as much as I did. I was surprised that he hadn't cum yet, thinking maybe that it was due to too many beers and hoping it wasn't because Donna wasn't a very good cocksucker. Either way, I was happy to continue sliding my cock in and out of her warm, wet pussy. I leaned forward to cup her swinging tits, feeling her hard nipples in my palms. I wasn't able to take nice, long strokes this way but I figured it would help me last a little bit longer, if nothing else. Plus, her tits were very nice. After a few minutes, I let one hand slide back over her stomach and between her legs to seek out her clit while continuing to fuck her.
Despite shorter strokes and more focus on Donna's pleasure, I could still feel an orgasm approaching. It didn't sound like anyone had cum yet, so I thought maybe a change of position would help everyone. I was happy fucking Donna, but I thought putting her in control might help her cum. Jim seemed to be having no success cumming in Donna's mouth but Diana was the best cocksucker I'd ever known, so it made sense to have her take over for Donna. That left me with Diana's pussy in my face, which was fine by me. I loved to eat her pussy and I knew I could make her cum. Continuing to fuck Donna, I broke the relative silence and suggested a change. I had Diana move off Jim and Jim slide up to sit against the headboard. I finally pulled out of Donna and had her move off the bed so that Diana's ass wasn't right in her face. Diana basically took over for Donna, taking the same position, so I lay on my back and slid up so my head was between her legs and her pussy was directly above me. As I raised my head to start licking Diana's pussy, I felt Donna grip my cock in her hand and pump it a few times before the warm wetness of her mouth engulfed it.
I could hear Jim's more enthusiastic noises as I slurped Diana's clit while fingering her slippery hole. Donna was sliding her mouth up and down my cock and, I have to admit, she really wasn't that good. Despite being on the verge of cumming while fucking her, it was no longer an immediate danger. While it may be true that even a bad blowjob is better than no blowjob, I'd been getting superior blowjobs from Diana for a while now, so that made Donna's seem even worse. My hope, though, was that just as I had realized that I was odd man out before I'd started fucking her, Donna would abandon the blowjob and start fucking me. She'd been blowing Jim for a pretty good while, anyway, so I guessed that her jaw was probably getting pretty sore. While I was getting Diana close to an orgasm, I could tell that she was helping Jim recover from Donna's unskilled fellatio.
I never thought I would feel relieved to have a woman's mouth leave my cock before I came, but when Donna slipped me out of her mouth and pumped me in her hand, I definitely felt better. When she stopped pumping, though, I waited anxiously for her to straddle me in some way. It took longer than I expected and, just as I was beginning to worry that she'd given up on me, I felt something cool sliding down my cock. I could tell right away that it was a condom, which could not have been a better sign. I felt Donna's knees on either side of me and soon the warm tightness of her pussy engulfed me again. Her snug, slippery pussy was a welcome relief after her blowjob, so I slipped the hand I'd had on Diana's tit down to stroke Donna's clit while still fingering Diana with the other hand. Now this was an amazing little set up.
Jim still hadn't cum yet, which could not be blamed on the talent of the cocksucker, but I could tell that Diana was nearing the verge herself. With Donna riding me, I licked Diana's clit and fingered her slippery hole until I knew she was about to explode. Lowering my head from her pussy, I whispered up to Diana that she should crawl up and straddle Jim, finishing him off with her pussy. She didn't answer, but I could feel her starting to move. With Jim sitting up against the headboard, she'd straddle him with her big tits right in his face. Being right up on the edge, it wouldn't be long before she came and, the way her pussy felt when she came, there was no doubt that she'd pull Jim right over the edge with her. Once Diana had moved up, I could see all of Donna as she rode up and down on my cock, her eyes closed and her tits bouncing. I had always thought she was cute with a tight little body, but never expected to see her naked much less touch and fuck her. I watched as my cock disappeared and reappeared just below her narrow, dark strip of pubic hair, feeling like I was on my way back toward my orgasm.
When Donna opened her eyes and realized that Diana had moved, she leaned forward and pressed her lips against mine. As we made out, I was raising my hips to fuck her, but she soon pulled her face away and took control again. She was still leaning forward, though, so her tits were right in front of me. Raising my head slightly, I licked and sucked her nipples as she slammed herself up and down on my shaft. I loved fucking Diana, but I have to admit that it was wonderful to have another pussy working over my cock. Donna's pussy felt so good, despite the condom, that I knew my orgasm was only moments away. I was holding her ass, which was fine just like her tits, but still letting her do all the work, only raising my hips to meet her on her way down. Behind me I could hear the telltale noises Diana always made just before she came, so I knew Jim was in for a treat momentarily. Knowing that Diana was on the verge of cumming with someone else's cock crammed up her sweet pussy was almost as big a turn on as having my cock crammed up her best friend's pussy.
My cock was beginning to swell within Donna's fleshy confines when I heard Diana let out a gasp as she started to cum. The feeling of Diana's pussy was amazing, but even more so when she came, so I listened for Jim's reaction. Sure enough, a second or two later, Jim's vocal response made his feelings very clear. I was right on the verge, myself, by that point, and Donna was getting pretty vocal, as well. She was slamming herself down on me frantically, her orgasm imminent. She felt so damn good, that I completely lost control and my cock started to spasm as I shot my load into the condom. This must have set her off, because she let out a moan and started to shudder as she appeared to go into slow motion. I kept pushing into her as long as I kept cumming, then just collapsed backward onto the bed. When she finished cumming, she lay on top of me while we each tried to catch our breath.
After a few minutes, Diana got up and went into the bathroom, closing the door behind her. Almost immediately, Donna got up and, taking the condom with her, followed Diana into the bathroom. Jim was still sitting up against the headboard while I continued to lie on my back.
