Note: This story was dynamically reformatted for online reading convenience.
 
 I was making out with Melissa on the bed with my boyfriend, Brandon,
watching us.  As he saw us kissing, his cock stiffened forming a bulge in
his pants.  Knowing we were the cause of his excitement added to our
pleasure.  Slowly Melissa and I undressed each other.  I walked over to
Brandon and fell to my knees in front of him, eyes level with the bulge in
his pants.  I unzipped him and his cock sprang out lightly hitting my face.
I wrapped my lips around him and as I sucked on him, I felt Melissa's
delicate little tongue begin to explore between my thighs.  I spread my
legs allowing her to explore my moist pussy.  I felt her tongue enter me
and I moaned softly as Brandon's cock thrust gently into my mouth.  Melissa
and I then undressed Brandon and lay him on the bed.  I kissed him softly
as Melissa took his cock and stroked it.  'Oh' she gasped.  'Brandon's cock
is so hard.  I've got to try him.  Do you mind if I use your boyfriend?'
'Be my guest, Melissa'.  She didn't need any more encouragement.  She
positioned herself over Brandon and sat down until she was firmly on him.
'Mmm this is so good,' she groaned.  As Melissa rode my boyfriend, I
positioned myself over his face.  I shivered with pleasure as I felt his
fingers separate my lips and gently push his tongue deep inside me.  I
pushed down on Brandon's face pushing his tongue deeper inside me.  Through
half closed eyes I caught glimpses of my boyfriend's cock, slick with
Melissa's juices as she rode him, cowgirl style.  She came first and sat
there enjoying it before getting off and starting to suck on one of my
breasts.  'Mmm' I gasped.  I came soon after that,  covering Brandon's face
with my juices.  We both got off him and I lay down as Melissa now moved
onto my face.  Her pussy lips were swollen and wet from her orgasm.  I
explored her outer lips with the tip of my tongue, savouring the musky
taste of her girl cum.  I could not resist thrusting deep inside her, until
I was fucking her with my tongue.  As I made her moan, playing with my
tongue, Brandon lifted my legs onto his shoulders and pressed his cock
against my ass-hole.  I pushed my tongue deep into Melissa's wet pussy and
I could feel the head of Brandon's cock pushing at my tight ass-hole.  I
reached behind me and took hold of Brandon's shaft and eased it toward
where he wanted it.  I pushed back and at first the big cock-head seemed
too much for my tight hole, then, suddenly I felt the muscle give way and
Brandon's stiff cock penetrated my ass.  Just the head at first and slowly
he pushed until I felt as if I was being split in two as the full length of
his dick plunged into my ass.  As I felt his still hard cock buried in my
ass I plunged my tongue deeper into Melissa.  She writhed and wriggled on
my face.  I made her come quickly and her juices ran all over my face.  We
started kissing again as Brandon kept going.  He soon came and let my legs
fall onto the bed.  A stream of his cum dribbled out of my ass and ran down
my inner thighs.  After Melissa and I finished kissing I pushed Brandon
against the wall.  I stroked his cock till it was nice and hard.  I looked
up watching his face fill with pleasure as I sucked on him, tasting the
lovely juices that coated his shaft.  Melissa came up and sat behind me
playing with my long hair, twisting and twirling it around her finger .  I
was loving this and soon I felt Brandon tense.  I knew he was about to cum.
Then I was rewarded as jet after jet of Brandon's sperm filled my eager
mouth.I I didn't swallow it, but beckoned Melissa over and shared my
delicious white load with my best friend. 
   *revised with the help of fellow asstr author Mark Cane*