Peggy Sue and I have been best friends since sixth grade, when she stood up for me against some kids that were teasing me because I was fat. We formed a bond that had lasted all through high school. Now we were both graduated, and trying to decide what to do with the rest of our lives. She had been working, mostly part time, at her uncle’s sandwich shop since about her junior year in high school. I was still searching. Peggy was petite, blue eyes, and blond. I was just the opposite, plus size with dark hair and eyes. Because of a popular song from those days, she hated being named Peggy Sue, so I had called her Peg or Peggy since junior high. We had practiced kissing together, and experimented some, fingering, and comparing breasts and vaginas. She came running to my house to show me her first two,almost invisible blonde pubic hairs. As far as I knew she had let one of the boys she dated for a while try to fuck her when she was around 15, but said he couldn’t get it in because he was too big, or she was too scared, so she ended up jacking him off instead. . She hadn’t told me if she had tried again. . I had been fucked a lot, and even had orgasms with some of the guys. Peg knew I was sexually active, and I assumed that if she were, she would have told me too.

I would often go the sandwich shop after dinner and sit and visit with Peggy when it wasn’t busy, and a new boy, Rodger, started hanging out with us. He was from up north someplace. The rumor was, he had some girl pregnant, and was down here visiting his relatives while things cooled off back home. Rodger was a 20 year old dream with smoldering brown eyes and a quick white smile, muscular build, and like the song says, he could have had me at “hello”. I could feel my panties get wet just sitting next to him, with his hairy arm brushing my skin. He was my number one masturbation fantasy those days, imagining him fucking me gave me many, many, explosive orgasms. It was obvious he preferred Peg to me, but I still flirted shamelessly none the less.

About the third week we had known him, I went at closing time to hang out with Peg, and while she counted out the day’s money, I wiped the counters, filled the salt shakers and napkin holders to help her get done quicker. She had a strict curfew and had exactly one hour to get home, and when I helped we could have a Coke and visit a while. Peg was distant and not her usual chatty self this night, I wondered if it was because Rodger wasn’t there, but didn’t ask As soon as we locked up, I knew why, Rodger was picking her up. He was waiting for her in a borrowed car, and was going to drive her home. They had planned to be alone. I offered to walk home, but they both said no, we’ll drive you.

She climbed in first, and slid close to allow room for me to sit in front with them. Almost the minute we got in, he had his hand in her lap, or had his arm around her, touching her breasts through her clothes. We had only gone a couple of blocks till his hand disappeared under her skirt, and her legs opened willingly. I was just beside myself, amazed that they were doing this with me sitting right there. I had never seen people making out this up close. I was getting really turned on, my panties were beyond damp, my breathing ragged, and I needed to be touched. Her warm leg lying against me seemed to somehow connect me to them. I could imagine what his fingers were doing under there, but for some reason I didn’t want them to know how horny this was making me, so I tried to be subtle as I slid down in the seat and crossed my ankles, moving my feet, to put pressure on my cit .I finally knew how it felt to be a third wheel, and so obviously out of place.

I thought they would drop me off at home, so I was surprised again when she gave him directions to a lesser known make out spot, his hand was still working her nipples. Her skirt had slid up, and was no longer covering her panties giving his hand free access to the magic spot between her legs. Just my luck to be dressed in jeans and a sweat shirt, I finally got over my modesty and started to touch my pussy, but couldn’t get the same feeling through the tight jeans. Peg was moaning softly, now, her head back against the seat, her eyes closed, and her hand over his, guiding him, holding his hand tight against her panty covered mound, riding it, pulling it tight against her pussy, lifting it when the feeling got too intense, then moving her butt back down and spreading he legs wide to give him free access again. He played along the leg band of her panties, pulling her soaked panties to the side and teasing her slit. His fingers glistened with her juices as we passed under the dim street lights. I was close enough to literally smell her excitement. It was killing me.

Finally we were parked, he leaned over and kissed her deeply, she kissed him back with a skill that surprised me. She had turned to him and put one leg over his. Her pussy wide open now, the panties pulled down and to the side, and his fingers thrusting in and out of her, making me moan right along with Peggy. He whispered to her, and all I heard was “back seat”, and then felt her nudge me to let her out. When we got outside the car, she slid her panties down, and leaned on me to get them over her feet. She handed them to me and said “hold these”. My first thought was ewwwwww, but as I pushed them in to the pocket of my jeans, a thunderbolt of lust hit me as my fingers touched the silky wet material.

When she opened the door, and the light came on, I could see Rodger sitting there, his pants down around his ankles slowly stroking his cock. Not massive, but respectable, circumcised, and a huge drop of precum lying on the tip of it. Then my next surprise, Peggy almost dived in to the back seat, and in one fluid motion had his cock in her mouth, bobbing up and down on it like a pro, making him moan and buck his hips up to meet her hungry mouth. She had her skirt over her hips, and her naked pussy and ass were just inches from my face as she kneeled on the seat sucking lustily on his cock. Resisting the temptation to stick my tongue or fingers deep in to her pussy, I closed the door and got in to the front seat, and tried to look straight ahead, but lust and curiosity got the best of me, and soon I was kneeling on the seat, facing back, watching their every move.

My heart was pounding, I was gasping for breath as Rodger started arranging her, taking his time, laying her down on the back seat, and positioning himself between her legs, by now she was whimpering, starting to beg him to fuck her, opening her legs obscenely to him. Then he was rubbing his cock on her clit, moving it up and down her slit, pushing the tip against her hole, and then with one hard lunge they were fucking, her hips bouncing as soon as his cock was half way in, pulling him to his balls inside her. I briefly thought,” this is no virgin” as she welcomed his cock in. By now I had my jeans open and rubbing my pussy as best I could, it was feeling good, but I knew it would take more than a finger on my clit to satisfy me.

The biggest surprise was, they just kept fucking, unlike most of the guys our age who came in 3 minutes, Rodger was not showing any signs of even being close to cumming, and much to her pleasure, Peggy was cumming often. I found out later Rodger had something called retarded ejaculation, and could fuck for hours and not cum. A medical problem, but a teen girls dream.

I finally gave in, got out of the car and took my jeans off, and then got back into the car so I could watch them and finger my pussy. Almost as soon as I touched my clit, I had a shattering orgasm, wave after wave of denied contractions washed over me and my fingers were probing my steamy hole even before the contractions slowed. I worked my fingers in and out in time to their fucking; rubbing my clit with my other hand. I could almost feel that cock going in and out of me. Finally, after what seemed like a dozen orgasms, I was satisfied for the moment, content to watch them in their marathon fuck. He got off of her and positioned her on her knees and took her from behind; making her moan and buck her ass back to him, telling her that he remembered how well she liked it from behind, THEY HAD FUCKED BEFORE!! He sat her on his lap facing him, and gave me my best view of his cock moving in and out of her, her pussy open and wet, their juices trailing down her legs. She was thrashing wildly up and down on his cock; taking more and more inside her till she was sitting completely down on him, and seemed to be cumming each time she took all of him deep inside her.

I got out of the car to put my jeans back on, and noticed the time, they had been fucking for over 40 minutes, and her curfew deadline was just minutes away. By now she was just sitting on his cock, totally satisfied, kissing his mouth, and neck, rocking her hips slowly, none of his shaft was visible, just his balls against her ass cheeks. They both got pissed when I told them the time, but I knew they would be grateful that she got home on time. Now I knew why they didn’t take the 15 minutes to drive me home, and waste all that fuck time.

Peg later told me that the uncle she worked for had been fucking her for a long time, and because he was a relative, she was too embarrassed to tell me, and indeed she had fucked Rodger a few times as well. I felt betrayed that she had not shared any of this with me.

Her curfew made it necessary to take her home first, leaving me with a still hard Rodger, and an unsatisfied pussy. But that’s another story.

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