This is the first time that Holly and Courtney have had a chance to really talk. Courtney and I had kinda drifted a little after she fell into a jealous relationship that didn’t allow for much time together. We had so much to catch up on as we had gone almost a year without our best friend.

About half an hour an hour later Courtney gets dropped off and we start catching up on all those best friend topics that he had fallen back on. I head off to get us another round and stop by the restroom. On my way back I look out the window to the patio and I see Holly standing there beautiful as always and then for the first time see Courtney a little differently. I always knew that she was attractive but I now I was actually feeling an attraction to her.

We are sitting there talking and realize that is closing in on midnight. Courtney brings up their planning of grabbing beer and heading back to the house for some after hours drinking. I head off to the store to stock up. When I get back I see a look between the Holly and Courtney that have me wondering if I would be concerned.

As last call is announced I go get us a final round round from the bar and pay out. As I come back I got my answer to the look I saw when I returned from the store that I that may be cause for concern. Holly was leaning forward to kiss Courtney. Now I am confused and don’t really know to how to react. Of course depending on where things may be going I just smile and kiss Holly.

We get back to the house and as planned we start to rip into the beer. We get to a point that we decide I probably should not be driving before getting some rest. As we explain to Courtney where she will be sleep Holly gets her an extra set of PJ’s to change into. So was not expecting Courtney to start just start changing right in front of us. As I start to turn and look away Holly stops me and asks “doesn’t she have great tits?” Now I feel that I am stuck. If I agree too much did I just fail a test from Holly and if I shrug it off does my best friend think I am blind, pussy whipped ass. I reluctantly agree and take a huge swig of my beer.

As Courtney goes to grab the shirt that Holly laid for her one of her favorite songs comes on and she ignores the shirt and starts to dance. At this point there is enough beer involved I am no longer fighting the urge to soak in the view of perky boobs that are dancing in front of me. Next thing I know Holly has a camera out and is taking pictures of Courtney dancing topless. As the song is nearing the end Courtney unbuttons her pants and slides them down as she is shaking her hips much more than needed with a huge smile. I think to myself “now this is just cruel. Is she trying to make them jiggle as much as possible. The song changes and the dancing continues as Courtney is now down to just a skimpy pair of lacy red panties. Holly reaches out to Courtney and takes a squeeze of bouncing tits and I take a quick moment as they are not looking my way to adjust my self and hide the quickly growing sign of confused frustration in my pants. Courtney turns her back to me and slides the red lace slowly down to the floor legs tight together as she reaches to her toes. As she steps out of the red ball on the floor and reaches for the bottoms I catch a glance that both excites me and makes me take a sigh of relief that temptation to do naughty things is being covered.

As she pulls pj bottoms up it turns out that it is only a minor relief. She still ignores the shirt that was set out for her and continues to dance. Courtney starts to dance towards my direction and can’t control the urge and reach out and catch a feel for myself. As I only have a single hand free due to my beer it finds itself starting to massage at first just with my fingertips on a firm D cup. I notice that during the distraction of the changing her nipples have started budding. I reach and set my beer down as I wrap my hand around her tit as her chest heaves and I feel the bud starting to stab into my palm like sharp dagger. I look back towards Holly and to my pleasant surprise I see a grin and reach out with my now beer freed hand and lightly brush the small of Courtney’s back then around her waste and ease her closer and bringing the other mound to my lips and feel her nipple immediately reach full mass and I latch on like a baby that hasn’t been fed in days.

Holly puts the camera and heads our way. She pulls Courtney back making room for her between us and starts to undo my pants. As she wiggles them from under my weight boxers and all there is no more hiding the throbbing growth that seems to be larger than I think I have ever seen. She starts down part way down my rod and then back up and just teases the tip with her tongue. With my free hand I reach for the base of her shirt and start to lift excited to see that loveliest mountains in the land are out and free as her shirt goes over her head. I tighten the shirt around her eyes tease her lips with my hard cock.

I pull back from Courtney and guide her to my side and gesture at a drawer. She opens it and I nod at the bottle of lube. As she comes toward us I stare at the bottle then Holly’s heaving tits and down at my engorged cock. She gets the message and lubes her hands. As she reaches for me I lift up the shirt still wrapped around Holly’s eyes. After a couple for strokes she goes to wipe her hands and as I loosen the shirt and drop it to the floor grabbing Holly’s shoulders pulling her up sliding my pulsing cock between her swelling melons. Courtney comes to sit next to me and I reach over for a breast as Holly comes up for kisses from each of us from time to time as her tits start to bounce as she increases her pace on my cock. As Holly raises up and kisses me I am starting to get close to blowing. I am so not ready so as she moves to kiss Courtney I whisper, “pants off now!” She reaches and starts to loosen her pants and starts to pull back. Once she is undressed I have her lay back on the bed. I have to stop and take a moment of pause seeing her gorgeous body laying in wait. Courtney is sitting on the edge of the bed watching with a smile. I turn to her “Courtney you should lay next her.” As she moves to lay next side by I start to move in towards to Holly and she starts to spread legs expecting deep probing.

I ease my way towards her kissing up her stomach and up to her breasts. Courtney jumps up and grabs a towel to clean up the lube left behind from the titty as I kiss Holly deeply. Once Courtney is done I kiss my way down and ravish her tits. As her head tilts back and her eyes close I move to the left and gesture Courtney to the right mound. A squeal of surprise of the second set of lips on her I move my hips forward and brush my pulsing mushroom against her lips and feel the hot dampness. After a brief tease I pull away and kiss my way down leaving my best friend to tend to things up top. I kiss down her stomach and bury my tongue deep inside lapping up the flowing juices. I slide one hand up Holly’s side and notice that she has an unattended breast and begin to massage.

As I slide my other hand up the bed I bump one of Courtney’s arms. I move my hand inside between her arm and body and find end up finding a leg. I begin rubbing her thigh through the pj’s moving up towards her chest wanting her to get some attention too. As I near her waste the fabric moves a curious way. I continue up and feel movement and then realize that she is already giving herself some attention. My hand finally makes it to there happy destination in the hills.

After I quench my thirst with the flowing juices from Holly I kiss my way back up her body, pausing at her tits to kiss Courtney. As we kiss I move my head down placing Holly’s nipple between our lips. Our lips part and our tongues emerge into a frantic french kiss with Holly’s hard nipple being lashed in the center. I pull away move up with my cock brushing up Holly’s leg. Knowing she is still dripping from the frantic tongue probing I reach her lips and as I feel the head enter I thrust hard and deep and just stop. Not expecting the stop the moan continues and then a blank stare. I gently pump Holly and occasionally give a deep hard thrust and watch electrifying facial expressions shoot across her face as she lets out a carnal shriek of pleasure.

As Holly gets close to another big release I feel more and more resistance with each thrust. I pull back and quickly lift Holly’s exquisite ass from the bed and slide my knees under making sure keep the tip inside. I slow prolonging my explosive finale and ask Courtney to lay with her head by my thigh and pull down her pants. She looks up at me with in disagreement. “I just want to watch what your doing there” I tell her. She moves to my side as she slides down the pj’s and continues her fiendish charge to her own euphoria. Holly reach for a tit on Courtney and I reach for one each and Courtney ensures that only remain tit is not left out.

As the euphoric massaging of my cock thrusting in her intensifies I know she ready to squeeze the load inside her. I look up and see that the smile on Courtney’s face has stiffened and I know she is about to push herself there. I start to increase the speed of my upward thrusts as I see the same spark on Holly’s face. I begin thrusting with a ruthless vigor hard and deep into Holly. I feel my balls tighten as do the walls around my cock. As Holly and I about explode I take my hand from Courtney’s breast and pull her body up slightly sitting and push her slightly further away so that I can reach and savagely force as much of that heaving D cup in my mouth as I tongue her diamond hard nipple.

Then suddenly it begins. First Courtney’s body becomes stiff as my cock has been all night and then she starts pumping her pussy faster and harder with her thumb on her clit. The clapping sound it was making along with the moans and hard pulses on her tit were amazing and pushed Holly into a frenzied erogenous rasp of a scream. As Holly started the massive squeeze around my cock inside Holly pushed me over the edge and I let out a lascivious roar of delirious bliss.

As it is now nearly 5 am and we are all quite worn out we decided it was time to get some sleep. We helped clean the juices of ecstasy off each others bodies and crashed out hard.

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