My knees were weak and I backed up until I could sit down on my bed and watch Lily as Todd kept fondling her pussy. She bit her lower lip hard and starting moaning louder and louder grinding her soaked cunny against my room mate's hand. Her whole body tensed and she arched her back grabbing two handfuls of Todd's hair as she came on his fingers. She held that pose while she ground her hips then collapsed on top of him. Her heavy breathing began to slow and she leaned back looking totally satisfied.
Just seeing her stretched out topless with my room mates hand still in her panties started to get me hard again. I stood up and went over to her. She looked up with a dreamy smile and lifted her hips as I tugged down her jeans exposing her totally soaked striped panties. I threw her jeans on the floor and started to undress while Lily got down on her knees. Todd had pulled his own jeans down and his erection was standing tall waiting for some attention. Lily took her time and teased his damp shaft before taking it in her mouth. Her copper curls bobbed up and down as she sucked him deep into her mouth. I came up behind her and pulled her up on all fours. As I hooked my thumbs in the sides of her panties and started to pull them down she wriggled away and pulled her head up. "No! They stay on!" I gave her a goofy grin and pulled on them again.
"I said no!" She yelled. I shrugged and pulled them back up tight exposing the outline of her wet pussy lips. Lily went back to sucking on Todd's cock. My eyes were glued to her wet panties as she started deep throating him. I reached out and ran my thumb down her damp mound. She moaned and leaned back against my hand. I started rubbing the whole length of her slit then pushed the wet fabric into her hole. The faster I stroked her the faster her head bobbed.
Todd was lasting a long time, I think he'd already come once in his pants while she was writhing on his lap. My erection was becoming painful and this playing with her panties wasn't doing a thing for me. She sucked all of him into her mouth and I started rubbing my aching cock against her hot sticky panties. I could feel her lips on the other side of the thin fabric and thought "what the hell..." I slid her panties aside and plunged my member into her soaked pussy. She squealed around the cock in her mouth and tensed up. I was in heaven and started slamming into her from behind. Lily started whimpering then moaning as her pussy muscles gripped my cock and started milking it. Todd lost it at that point filling her mouth with his cum. She choked it down and continued to suck on him as I pounded her pussy.
She had him erect again in no time. Todd pulled off the rest of his clothes as I fucked Lily harder. I motioned for him to lie back and pulled her towards me. His dick came out of her mouth with a popping sound. I reluctantly pulled out and lifted her in my arms as I stood. She gave me a quick kiss before I set her on top of Todd, his hard cock just below her sopping pussy. She guided him inside her and started riding him, grinding her hips with each thrust. I rested my hands on her hips and started pushing her down on my room mates hard member until she started moaning loudly again.
I moved closer and lined my cock up with her ass hole. Todd put his arms around her and pulled her chest against his, crushing her pert breasts against him. I guided my member down her crack and started pushing against her anal ring. Lily gave out a muffled cry that turned to a grunt of pain as I thrust into her. Her ass was so tight it was hard to push in. I starting sliding back and forth slowly stuffing my whole length inside her. She tried to squirm away but Todd held her close until we were both buried to the hilt inside her. For a moment we were still, Todd and I reveling in the feel of her body and Lily shocked at what happened, too stunned to do anything. We started slowly and found a rhythm where one of us was sliding out and the other in. Her grunts turned to moans as we pounded away at her tender body. She began shaking as an orgasm swept over her and her moans became screams of ecstasy. Todd tried to quiet her by putting his lips over hers and kissing her hard. Lily started pushing back against us and grinding her hips in large circles. That sent the two of us over the edge and we both came at almost the exact same time squirting our seed deep into her body. She screamed at that moment as she orgasmed again for the last time. We collapsed on each other in a pile of sweaty flesh.
We slowly pulled ourselves apart and no one said a word for a while. I asked Lily for her panties so I could wash them with her jeans. The laundry room on our floor was right across the hall. She slid them off and I could finally see she was a real red head. She climbed under the covers of Todd's bed and waited for her clothes. It didn't take long to get the laundry going. When I got back Lily was crying and my room mate was trying to calm her down. She was making a big fuss but she couldn't deny she enjoyed it. We got her dressed and she walked off like nothing had happened. We did have to promise not to tell anyone, but we left the conditions of our silence open...
