I walked into the room and noticed that he was sleeping. I went to my desk to work on my computer. As I typed away I noticed he was grinding against the mattress. Not unusual for a young guy, to be grinding in his sleep. As he started mumbling and moaning in his sleep I became more excited. Being the horny guy that I was I continued to watch. I should have left and let the poor guy sleep. But I couldn't. The raw sexuality of what I was seeing was making me really hot. I started rubbing my cock through my pants. I started to feel really good, and bold. I went to his bed and pulled back the covers ever so slowly. There he was. Beautiful, tan, haiairless, and naked. He was still grinding and rubbing, his ass coming up off the bed. I had to touch him. I had too. I gently extened my hand and put it on his tight ass. He moaned. I rubbed his ass he moaned louder and his grinding tempo increased. I rubbed small circles as he ground as if his life depended on it. He let out a loud moan an his body tensed. I knew he had cum. I gently replaced the blankets and went to take a shower. Well in the shower I could barely make myself wash my hair and soap up my body before I had to jerk off. I had never been so excited in my life, and came in seconds. I felt so relieved but confused. How could the sight of another man make me so horny, and feel so good. I vowed to explore more. The next day I decided to let him catch me masturbating and to see what would happen. I lay in bed for hours naked and riled up. I exerted an enormous amount of self control not to masturbate as I waited for him, though my cock was hard all day. Finally I heard his key in the door. Now was the moment. I pulled off my own covers and started pumping my dick like crazy. By the time I heard him round the corner, I was shooting my first load of cum onto my belly. I continued to milk myself for several seconds until my orgasm subsided. I opened my eyes to find him handing me a towel. "Here.", he said "You should clean up." He didn't seem phased at all. I cleaned off my chest and lay there still terribly horny. As he bent over his desk I jumped out of bed and put on a pair of silk boxers. I walked behind him and called his name. He turned and before he had a chance to react I grabbed his face and kissed him full on the lips. At first he resisted but then our tounges started to intertwine as we kissed like lovers. He would be my lover, soon. I slowly carreseed his ass cheeks, and he grabbed mine. I could feel his prick hard as a rock in his jeans, and myh own cock had fallen out of my boxers. Slowly he kissed his way down my body and took my blood engorged penis in his mouth. He swirled his tounge around the head, and it was all I could do not to blow my load right then. He could sense my impending orgasm and he stopped sucking me. I took this opportunity to get his hot body undressed. After he was naked we retired to his bed. (I prefered to use mine for making love to my girlfriend) I lay on top of him and sucked his neck, working my way to his nipples. As I sucked his pecs in my mouth he closed his eyes and sighed. "Please suck my cock. Please." I couldn't refuse having longed to suck a man for so long. I got my face between his legs and inhaled his scent. It wsa so different from girlfriends. More powerful and almost as pleasant. I wished she was here to see this as I know it would make her unbelievably hot and wet. This just turned me on even more, and I started licking his cock. Slowly I took it in my mouth, and sucked. It was a wonderful feeling and I knew I wanted this man to cum in my mouth. I sucked and licked him for several minutes. I licked my own finger and slowly started to tease his asshole, just like she always did to me. He tensed and I could tell he was ready to cum. I rested his cock on my tounge, and quickly tounged his tip. Gobs of pearly, salty white cum, sprang out of his penis. I tried to swallow it all but there was too much and it driblled from the corner of my mouth. I collapsed ontop of him and gave him a big french kiss so he could taste his salty load. We soon fell asleep exhausted in each others arms. I awoke to hear "Oh my fucking god. What are you to doing?" It was her. My girlfriend. She looked mad and jealous at the same time. I quietly got out of his embrace and climbed out of bed. I calmly explained everything that had happened over the past two days, and her look slowly changed from anger to one of lust. Soon we were kissing and she was moving around grabbing my body and pushing me down to the couch. I watched as she all but ripped her shirt off, and exposed her lucious breasts. She undid her bra and pride and joy were released. I pulled her towards me and eagerly sucked her neck and her breasts. She loves when I suck her nipples. I love it too. I sucked them into my mouth rolling them in my lips gently nibbling and then sucking on them hard. She went crazy and started grinding her crotch on my leg. Right at that moment the only thing I wanted was for her to cum. I stood up pulling her with me, and started unbottoning her pants. She was so horny, and she started working my cock with her hand, while she helped me take off her pants. She stood there only in dark green silk panties, and I had to take a moment to step back and admire her raw beauty. Lord she was beautiful. I sat her back down on my love seat, and slowly rubbed her body again taking my time as her I kissed her. We loved to kiss, and I languished in every moment of her lips touching mine. As my hanbds worked down her stomach, I could feel the heat welling from her pleasure spot. I gently brushed hir lips with my hand and she moaned, kissing me back with renewed vigor. Again I gently touched her, she pushed back against my hands. I decided that what she truly needed was a tounge bath. We climbed in to my bed, noticing as we did my roommate was still asleep across the room. I removed her panties, damp with her juices from her now fiery pussy. I started with her on her stomach slowly kissing and sucking and licking the back of her neck. I worked out to her shoulders and down her spine, listening to her sigh and moan as i workewd my magic on her. As I approached her pretty bum, she lifted her ass of the bed. I sucked and kissed her twin globes for quite some time, occasionally stopping to wuickly run myt tounge upo her spine and kiss her neck. I slowly kissed my way down the back of her legs spending a few seconds to tickle the backs of her knees. Before rolling her over I layed down on top of her with my cock nuzzled in her ass crack. She loves the feel of my weight on top of her, so for a few moments I layed there and hugged her, and tol her how much I loved her. After a couple of minutes she asked me to continue, and who was I to refuse such a sexual creature. This time i wasted no time and immediately homed in on her breasts. The nipples stood out, and I sucked them till tehy were bright red and she was squirming in delight. I noticed a flutter of movement and I looked to find she was rubbing her pussy through the sheet. I let her continue because I loved when she masturbated. (I still do!) It was nice to know she could please herself like I had been pleasing myslef for so many years. But only one thing was on my mind at this point, I had to taste her. She was the only girl that I have had the pleasure to eat, and she was worth the wait. I inched my face down between her legs pulling her hand away from her swollen clit. "Do you want me taste you?", I said. "Um huh." "Tell me." "I want you to taste me." "What was that?" She was catching on fast for we had played this little game before. "I want you to lick my hot cunt until I cum all over your face." Well that was enough for me and I dove in to her wet pussy. I always loved When she said pussy or cunt or even twat, it is so sexy to hear a girl talk like that at least for me. I extended my tounge to taste her sweet juice, which was no covering her swollen lips. Delicous. I dipped my finger into her pussy and pulled it out to let her suck her own juices off. She sighed. I began licking her slit, always making sure to avoid her sensitive clit. She was moaning heavily and trying to move her clit to my mouth. Not wanting to tease her any longer I used my lips to kiss her swollen bud. She was in heaven. I gently licked with my lip and kissed, until I could feel her getting close to cumming. I picked up my tempo adn then sucked her clit between my lips. She was screaming. I had never seen her this excited in my life. I started tounging her clit, then sucking then tounging again. Until her legs tensed around my face, and her ewhole body shook, with her orgasm. I lowered my tounge to her slit to lap up her ssweet nectar, as it flowed from her pussy. She gently pulled my face away adn I leaned up to kiss her, as I always did after eating her. We kissed for some time before pulling the covers up to talk. "How was that?", I asked. "Incredible." "I've never seen you so excited." "I know, I think it was seeing you in bed with him. You wan thim don't you?" "Yes I do." She reached for my penis which was now standing at attention. Whispering in my ear what he would do to me, and how excited it made her. I love when my honey touches my cock, in fact most of our sexual life revolves around touching and licking not actual intercourse. Well as she rubbed me I could feel my balls tightening as my orgasm approached. I didn't want to come yet. I wanted something else. "Honey will you...." "What baby?" "You know." "Sure." She jumped out of bed and returned with a bottle of lotion. She started rubbing it all over my cock and my asshole. She then put it on her hand and started pumping my cock. I was in heaven but the best was yet to come. She asked me to start pumping my own cock, she loves to see me masturbate and I love to do it for her. It drives me crazy to have an audience. I closed my eyes and slowly starting stroking my shaft. With all the lubrication I could increase the presure on my head. Then I could feel her finger tracing around my asshole. Slowly and gently she inserted her finger into my hole. "Does that feel good?" A groan of pure sexual pleasure was my only response. Slowly she strarted pumping her finger into my tight hole, and scarressing my balls. The whole time she asked if i wished it was him with his thin long cock in my ass. I said I wished it was him and that I wished I could fuck him up the ass too. I could feel my asshole stretching more as she inserted a second finger and I was in heavan. She leaned over and started sucking my nipples. I couldn't get enough of this feeling and I started bucking volently as my orgasm approached. Suddenly she pulled my hand of my cock, and stopped fingering me. She then wiped the lotion off me with a towel. "I want to suck your cock till you cum.",she said. Who was i to argue, and slowly I felt a hot mouth on my dick. It was wonderful as she re-entered me and blew me. As I started feeling my orgasm approaching I raised my hips off the bed and opened my eyes to see my beloved suck my dick. To my suprise she had slid off the bed and was now snapping pictures and touching her cunt as my roommate sucked my dick and fingered my asshole. Seeing this put me over the edge as I exploded in his mouth. I came gallons and he couldn't swallow it all. He pulled his mouth of my shaft as the rest of my jizz spewed onto his face. I collapsed on the bed as my girlfriend jerked my roommate. Seeing her touch another man was intoxicating but I didn't want her to make him come I wanted his cock in my ass. I licked the cum off his face, my own cum, and then joined her working on his penis.We shared sucking his penis, twirling our tounges around it, and taking turns deep throating him. Then I lay on my back again and spread my legs wide. He new what to do as she guided his cock to my asshole. He slid in easily after the workout I had just received. It felt great to have the first cock in my asshole, and I knew I would want his manhood in me again. My girlfriend slowly lowered her tasty snatch onto my face so I could give her the orgasm she so desperatley needed. As i licked her pussy she leaned forward to kiss him and he started to kiss her breasts and nipples. By the amount of juice flowing from her pussy i could tell she would soon be coming. Now I was so excited that I used one finger to insert into her pussy and my other hand to pump my cock. Soon he was grunting like an animal and she was squirming and rubbing her wet cunt all over my face. With a groan and a violent shudder I could feel him unleash his load into my bottom. At virtually the same time she sat on my face suffocating me as her juices poured from her twat. That sent me over the edge and as they both fell forward into each others arms my last load of cum sprayed them and dripped of their chests onto mine. We spent the rest of the day snuggling in bed talking about being in love with each other. It was and still is the most wonderful feeling to love and be loved and to make love especially by your two best friends. THE END.